Phoenix Born
by Shamgar
Summary: Skye and Mackenzie have always been different...but in a world of Mutants and superheroes that isn't very strange. But when they discover ancient and powerful artifacts while on an archaeological dig their lives are turned upside down. Now they and their friend Spencer must help stop a horrendous evil from undoing all that has ever existed.
1. Chapter 1

**Written by Joshua Hogan, Jessica, and Haley**

**Prologue**

Dr. Mackenzie Arden, twenty-nine. PhD. Archaeology, PhD. Xenobiology, PhD. Molecular Engineering, and PhD Psychology sat on the north shore of Lake Tanganyika, Africa relaxing for the first time in almost six months. She was tall for a woman, 5' 9", with long brunette hair and hazel eyes. Her constant work outdoors and extensive exercise kept her trim and tan. Most men thought she was gorgeous, she thought most men were idiots, and with an IQ in the low 200's it was hard to argue that, relative to her, the vast majority of all mankind was composed of idiots.

This dig was a bust she admitted to herself. After the alien attack in New York two years ago the funding necessary to search for lost artifacts of alien "visitors" had skyrocketed and with it opportunity, but if she didn't show some results soon she would be back to begging and scrounging while less gifted but luckier researchers prospered.

Mackenzie sighed, "We should have gone after the South American artifact." She said to herself.

"Pardon?" Asked Skye Salvatore, twenty-two, the digs photographer. She sat in a lounge chair next to Mackenzie taking pictures of the lake and surrounding area. Where Mac was tall and slender, Skye was short, 5' 1", and curvy, but in a way that caught men's eyes. Her hair was reddish blond and she had green eyes. She also shared Mac's opinion of most men, though for different reasons, since her intelligence was only above average not genius level. Still her gift for photography was nothing short of phenomenal. "Nothing Skye, just talking to myself." "Worried about the lack of results Mac?" Skye asked. "Yeah. It's just so frustrating! I know our information was good. Every local source we talked to told us about the legends of 'sky god's' visiting their ancestors. We've found ruins of an ancient and advanced civilization but not a single useful piece of tech. I'm beginning to think I made a mistake picking this site over the other possibilities." Skye shrugged. "I don't know what to tell you Mac. You and Spencer are the geniuses around here and if you both agreed there was something here I certainly wasn't going to argue! I'm just the photographer." Mackenzie stared out at the breathtaking view of the lake. "Geniuses or not, we're obviously not perfect. We were wrong to look here." Skye sighed. "Look Dr. Arden, you made a mistake but it's not a total loss, this place is gorgeous! If we can't further the cause of human knowledge then at least we can enjoy the paid vacation while the money lasts! I'm going swimming." With that she carefully placed her camera in it's case then jumped up and ran toward the water. Mackenzie shrugged. "Might as well." She got up and followed.

* * *

Elijah Spencer, thirty-three, sat at one of the digs computer terminals, hard at work entering the so far sparse data Dr. Arden's team had found. Unlike Mackenzie Elijah didn't have multiple PhD's, in fact he didn't have any. What he did have was an insatiable curiosity that had led him to pursue degrees in subjects ranging from English, the six months it had taken him to earn that Bachelors had been the longest of his life, to a Masters in quantum physics. In fact, he had 11 Masters and 15 Bachelors degrees. The problem was that every time he began working on his thesis something else would catch his fancy and off he'd go. He called it the 'Oooh! Shiny!' method of higher education. Most people would not have pegged Spencer as an egghead. He stood 6' 3" tall and weighed two hundred and twelve pounds, none of it fat, with brown hair and eyes. He looked like a football defensive back not a grad assistant.

Right now he was slowly reaching the same conclusion Mac had already come to, this dig was a bust. "Should have gone to South America." He muttered to himself. He glanced down at the time on the computer monitor and frowned. It was almost noon, Dr Arden and Miss Salvatore had been gone for over two hours. "What's keeping them?" He muttered to himself.

_Spencer._

Elijah jerked and looked around in confusion. That had sounded like Mac but she wasn't anywhere in sight. The other dig workers were over two hundred yards away working over the site. It couldn't have been any of them.

_Spencer!_

It was Mac alright. He knew that she was a weak, touch range telepath with minor telekinetic powers, though he wasn't sure she was aware he knew, ironic in a telepath. But she shouldn't have been able to send him a message from across the room let alone from over a mile away.

A sense of wonder hit him. It wasn't coming from him he realized. "Skye?" He called. Like Dr. Arden, Skye was special, a short range empath and minor pyrokinetic, she also shouldn't have been able to affect him from across a room. "What is going on?" He wondered. _Spencer! Help us! _

Suddenly the sense of wonder turned to terror. Elijah shoved himself to his feet sending the chair he had been sitting in flying across the room. "Mac! Where are you?" _The lake! Hurry I don't kno…_Her voice suddenly cut off.

Spencer turned and sprinted toward the lake. There were vehicles for the dig crew but they were parked two miles away in the opposite direction to prevent any possibility of damage from exhaust or vibration. He would have to get to the ladies on foot.

Fortunately Mac and Skye were not the only special ones. Though their abilities were natural, Elijah had taken part in an experiment during his pursuit of a Masters in Genetic Engineering. As part of his grad work, he, and one hundred others were given a serum that was an attempt to recreate the famous Super Soldier Serum that had created Captain America. The experiment had proven a moderate success on seven of the participants, including Spencer, and probably would have continued if not for the fact that twelve of the subjects had died and twenty-three others received permanent disabilities. After the injection, and the high grade fever and horrible illness that came with being injected with an untested, genetically engineered virus, Spencer had experienced a marked increase in his physical performance in all the areas the researchers were looking for. Strength had increased twenty-five percent, dexterity had increased seven percent, his healing rate had increased a whopping three hundred percent. All of those were great but the ones that concerned him right now were the twelve percent increase to speed and endurance. Nothing to be compared to what Captain Steve Rogers was capable of but still useful.

Before the experiment he could run a mile in six minutes and forty seconds, after his time had dropped to five minutes and fifty two seconds. If Mac and Skye were in trouble he was determined to break that record. He picked up the pace.

A little over five minutes later, a slightly winded Elijah made it to the edge of the lake. He found Mac and Skye's lounge chairs but no sign of his two friends.

"Dr. Arden! Miss Salvatore! Where are you?" He yelled. He saw two sets of footprints leading down to the waters edge. His heart thumping in fear, Elijah tore off to the lake and waded in.

"Dr. Arden! Skye! Where are you?" He called again. About a hundred and fifty yards out from the shore he noticed bubbles breaching the waters surface. His heart nearly stopped. The lake was the deepest body of fresh water in the world, that far out it would be incredibly easy to drown. He took off swimming toward the spot he had seen the bubbles.

Just before he reached his destination he noticed a golden glow emanating from the water right where he was heading. "What…" With a concussion that sent water flying in every direction for over a hundred yards a ball of golden _flaming _glowing light exploded out of the lake. Spencer was sent flying by the blast and all the breath was knocked out of him when he hit the surface. Sinking into the waters, and reflexively sucking water into his lungs, his last thoughts were of his failure.

* * *

Spencer choked back to consciousness, spitting water and coughing. His lungs felt like they were on fire. After hacking up what felt like the entire contents of the lake he laid back and opened his eyes. A soaking wet Mac was kneeling over him with a look of relief on her face. An equally wet Skye stood behind her, she didn't look relieved so much as panicked.

"Dr. Arden? What?" He managed to whisper before breaking into another coughing fit.

"Thank God your alive! We thought we'd lost you!" Mackenzie said.

"What happened?"

"I just su-suggested we g-go swimming." Stammered Skye. "An an and w-when we got i-into the wa-water I f-felt this _call_! And…" She stopped and took several deep breaths.

"And we followed it." Mackenzie said. "As we got farther out into the water the call got stronger. It started leading us UNDER the water. At first I," she paused, "WE tried to fight it, but it was so…"

"Peaceful." Whispered Skye.

Mackenzie nodded. "And persuasive. I knew we were going to die, drown, but it was alright. There was only comfort and warmth. Then the light came and we could breathe again! There was a voice, I don't really remember what it was saying but I think we were being taught something. Then we, felt, I guess is the word for it, you. You were scared and dieing. But you weren't scared for yourself."

"You were scared for us." Said Skye. "We couldn't leave you to die so we fought the light. Fought back and came back for you."

Spencer closed his eyes. "I'm sorry." He said. "Thank you for coming back for me, but I'm sorry I deprived you of, whatever it was you found."

"It's ok. You're our friend and I don't think we could have lived with ourselves if you had died." Mac replied. She reached out and placed her right hand on his arm to comfort him.

Elijah's eyes widened a little as she leaned over him. "Were did you get the necklace?"

Mackenzie looked down at a brand new silver necklace with a ruby colored stone in the shape of a Phoenix, a necklace she hadn't even known she was wearing. "I, I don't know! I've never seen it before! What's going on?"

Looking at Skye, who appeared to have calmed some, Elijah noticed she was wearing a similar piece of jewelry, a silver ring with the same kind of stone also carved into a phoenix shape. "You have one too." He told her pointing at the ring.

She looked at her hand, examining the stone. "Where did these come from?" She asked.

"I don't know." Mac replied looking around, "But there appears to be an armband with the same symbol lying over there in the sand." She pointed to the object where it lay about eight feet from Spencer.

Getting up slowly, Elijah went to examine the object. Mackenzie tried to stop him but he gently pushed her hand away. _One of the good things about my increased healing abilities, I don't have to lay around and feel sick as long as most people_, he thought sardonically as he squatted next to the object.

Skye and Mackenzie came to stand beside him. "What do you think they are?" Asked Skye.

"I'm not sure." He replied. "But they may be the relics we were looking for." He reached out to touch the bracer shaped object. As his fingers touched it a burst of golden light blasted forth, nearly blinding the three of them. The bracer jumped up into the air and flew onto Spencer's arm, clamping shut. "Well that was unexpec…" His sentence was cut off by his scream of agony.

**Chapter 1**

Mackenzie Arden sat at her desk concentrating on writing up the results of her latest project. Beethoven filled the air, his music soothing and relaxing her mind. They had been on the African dig for over a year and come back empty handed. Well, empty handed except for the necklace she wore and Skye's ring.

_Don't forget Spencer's armband,_ she thought to herself. She winced as that memory replayed itself. Shaking her head she got back to work. If she didn't put just the right spin on this report she would have her budget slashed to the bone making it extremely difficult to continue her research.

_Well it's not like I can't fall back on my work in Psychology or Molecular Engineering if I don't get this right!_ She smiled at the thought and resumed working on the report.

A sense of contentment washed over her and she looked at the door leading from her office to Skye's photo lab with a smile. The girl was leaking emotions again, but that was fine. Her love of photography and joy at the littlest details found in her pictures was even more soothing than the Beethoven. Mackenzie would be shocked if less than half the pictures Skye had taken where for her own enjoyment rather than the work of the dig.

She sighed as she examined what she had already written. She needed this funding. Now that she knew what to look for she was determined to find more of the artifacts like the one she and Skye, _And Spencer_, she thought wincing again, wore.

_I WILL find more!_ She vowed to herself silently. _I will find them, I will find the information I need to control them!_

She clamped down hard on that line of thought as the sense of contentment emanating from the other room cut off and was replaced with one of concern. The door opened and Skye entered from her Photoshop haven.

"Are you ok Mackenzie?" Skye asked.

"I'm fine Skye, just worried about this darn report. If I don't word it JUST right our funding is going to disappear and we can't afford that right now. Pun intended."

Skye smiled dutifully. "We'll find what we're looking for Mac. It's just a matter of time. As for money we could always ask…"

She cut herself off as the office door opened and Spencer walked in.

"Never fear! Spencer is here! And I bring gifts! The nectar of the gods!" He cried, holding up a drink holder with three insulated cups.

"A double cappuccino for Dr. Arden!" He exclaimed triumphantly handing her the cup.

"A large hot chocolate for Miss Salvatore!" He continued, handing her the drink. "And a triple espresso brewed in Red Bull for me! So I can SMELL colors!"

Mackenzie and Skye paused in the process of tasting their drinks to stare at him in horror.

"Just kidding, it's a milkshake."

Skye rolled her eyes and went back to her drink while Mackenzie simply shook her head.

"I wanted caffeine, too!" Skye protested.

This time Spencer and Mackenzie turned to stare at her incredulously.

"You sleep two hours a day as is!" Mackenzie said. "No caffeine for you!"

Skye gave a little moue and went back to her hot chocolate.

Mac leaned back in her leather office chair and turned to examine Spencer as he and Skye sat down in the chairs across from her desk. His once dark brown hair was heavily threaded with silver and their were severe stress lines around his eyes. The pain of the armband he wore had faded some but never really stopped. She knew he had trouble sleeping and some side affect of the artifacts made him completely immune to any sedative they had tried so far. He refused to talk about it to her or anyone else. She desperately wanted to know what he was thinking but his mind was completely opaque to her.

Since acquiring the necklace she had, practically overnight, become one of the worlds most powerful telepaths but whatever guarded his mind was unbreachable. She knew Skye, perhaps the most powerful empath the human race had ever produced, at least when she wore the ring, was also incapable of reaching past his new shields.

Spencer looked up as he sensed her eyes on him. He raised an eyebrow in inquiry.

"So…what are the results of this mornings bout of…exercise?" She asked softly.

Skye stopped drinking her hot chocolate and also turned to study Spencer.

Elijah shrugged, "No change really. My top running speed is still seventy miles an hour. I'm pressing somewhere in the neighborhood of thirty tons and, well, high caliber bullets sting but that's about it."

"What about when you take the armband off?" Asked Skye.

He shook his head turning to look at her. "Still no change. It seems that whatever was done to me is permanent. It doesn't fade like you and Mac's powers."

"And the pain?" Mackenzie asked quietly.

Spencer simply shook his head.

Mackenzie sighed and nodded while Skye turned back to her drink with a slightly guilty look on her face. There was an uncomfortable silence for several seconds.

Spencer pushed himself to his feet. "Well I guess I better get back to work. I still have to sort through all the new information we've dug up and that term paper for my class in hydrology won't write itself."

He started to leave as both Mackenzie and Skye gave a start of surprise.

"Hydrology?" Skye exclaimed. "When did you take a class in Hydrology?"

"Three weeks ago. I only needed four credits and we've had some free time so I figured I might as well pick up another Bachelors."

"Are you planning on leaving?" Asked Mackenzie.

"What? No! I'm just pursing the next shiny thing that has caught my attention." With a cheerful wave he headed into an office adjoining Mackenzie's where his desk and computer equipment were kept.

"You don't suppose he's given up and decided to move on do you Doc?"

"I'm not sure Skye." She was silent for a moment. "Somehow I don't think so though. From what I understand he has never stayed focused on one course for longer than a year or so and he has been with us for almost three. I think he might be here to stay."

Skye relaxed. "Good. Now about funding…have you considered asking Sta…" She cut herself off at the glare she received.

"I will not ask that self-centered, arrogant, over moneyed and under moralled, waste of skin for one red cent!"

Skye simply raised an eyebrow. "Well since you feel so strongly about it."

"Sorry I snapped at you. I just really, REALLY do not like Tony Stark."

"I would never have guessed."

Both their heads snapped around Skye's eyes widened in surprise but Mackenzie's narrowed dangerously.

"Someone's coming and they seem very…determined. And focused." Skye said.

"You could put it that way." Mackenzie replied through gritted teeth. "It's seems our esteemed director of S.H.I.E.L.D. has decided to look into us. Seems he sent Agent Barton and my least favorite person in the whole universe to talk to us."

The sound of rapid typing from the next room stopped. Spencer yelled, "But I don't work for S.H.I.E.L.D."

Skye laughed while Mackenzie just shook her head with a smile. "You're only my least favorite FRIEND in the whole world!" She called back.

"Well ok then! As long as I'm on the list somewhere!" The typing resumed.

Mackenzie and Skye laughed.

* * *

Agent Barton was concerned as they approached the door. This wasn't his world and he certainly didn't want to be here. He would rather be out on assignment than on his way to a discussion so far out of his area of expertise. You didn't send a trained assassin to talk to an egghead unless you wanted said egghead dead or intimidated into revealing information. Stark he could understand and Banner would have been a good choice, maybe even Tasha, but him?

"I'd rather be back in Budapest." He said to himself.

"Pardon?" Asked Stark. He was busy checking his teeth in the glass door to Dr. Arden's office.

_On second thought, maybe just Banner and Tasha._

"You ready?" He asked Stark.

"Lead on Tonto."

"Wait, why do I have to be Tonto why aren't you Tonto?"

"Indians liked to use bows, Tonto was an Indian, you like to use bows, therefore you have to be Tonto."

"There is a serious flaw in your logic there but we don't have time to discuss it. Let's go kimosabe."

The door opened as Agent Barton reached for the door knob.

"Welcome gentlemen." Skye said politely. "Dr. Arden has been expecting you. Please come in."

Stark and Barton exchanged a glance. "And just how did she know we were coming?" Barton asked.

"Because you broadcast your thoughts like a radio tower Agent Barton." Mackenzie called from further in the office.

"Please come in." She continued.

Skye closed the door behind the two S.H.I.E.L.D. members as they entered the office. "Can we get you anything Agent Barton? Coffee? Water?"

"No I'm fine thank you."

Stark waited a few seconds and when it became obvious that no offer of refreshments would be forthcoming for him gave a slight harrumph. "No pleasantries for an old friend Mac?" He asked snidely.

"Mr. Stark we were never friends, and considering how many times you attempted to seduce me you are very lucky I haven't wiped your mind and replaced it with something more appropriate for your actual moral character. A hamster perhaps."

Barton quickly moved to diffuse the ensuing argument while Skye did her best to hide a laugh with a cough.

"There's no need for threats Dr. We're here to purchase your services on some…artifacts S.H.I.E.L.D. recently acquired." Said Barton. Tony looked like he was about to retort anyway and Barton quickly elbowed him in the ribs to cut the remark off. Stark gave him a wounded look but held his tongue.

"If Director Fury has done his usual bang up job of research then you and he should both know I am unavailable for hire. I have my own project that takes precedent over anything else at the moment. My answer is no."

"You haven't even heard what we found yet." Stark protested.

"I don't have to know. If it involves you Mr. Stark then I want nothing to do with it."

"Me? Just what is your problem with me anyway Dr. Arden?"

Spencer re-entered the office before she could reply. "It probably has something to do with you leaving the World in general, and the United States in particular completely unprotected for several years while you gallivanted around in your special tin suit playing hero." He said. "All of us saw the footage of the invasion a couple of years back and, not to put too fine a point on it, a platoon of men armored in even your earliest suits would have gone through the Chitauri invasion like a buzz saw through butter! Your arrogant insistence that only your "superior" intellect could possibly hope to use such power morally sickens me. Especially coming from a womanizing alcoholic with a penchant for exposing himself in public!"

"It's ok Mr. Spencer tell me how you really feel." Stark replied. "The truth is no one else CAN hope to responsibly use what I've built and, even if that isn't true, no one else on the planet could hope to duplicate it anyway. So it is going to stay safe and sound in my tower."

Spencer smiled. "If you really believe that you are the only one with the intellect to build suits like yours I pity you Mr. Stark. The truth is you just happen to have the right combination of money, resources, and intellect to pull it off. The design isn't all that difficult to duplicate."

"Oh? And you think you could do it?" Stark asked with a condescending smirk.

"Easily. You see…" They launched into a back and forth argument over various aspects of mechanical and electrical engineering, nuclear physics and chemistry. Mackenzie interjected several comments on molecular engineering while Agent Barton and Skye's eyes just glazed over.

After about three minutes the whole thing had escalated into a shouting match and Barton slammed his hand down on Dr. Arden's desk. "Enough! We have more important things to discuss than which one of you three has the biggest ego or the biggest brain!" He glared at the three of them. Spencer and Mackenzie looked slightly chastened though still defiant.

"That would be me on both counts." Replied an unrepentant Stark with a snide grin.

As Spencer and Dr. Arden both opened their mouths to resume the argument Barton slammed his hand down again. "I said enough! Look, I get it that the two of you don't get along with Stark but this is bigger than whatever your issues are!"

He glared at the three of them then tossed a folder onto Mackenzie's desk. "That little bit of information should be enough to whet your appetite. There is a number you can reach in that brief if you change your minds.

"Come on Stark. Let's go before you antagonize these people more than you already have." He turned and left.

Stark gave a jaunty wave, winked at Skye, and followed him out the door shutting it behind him as Spencer started to follow his fists balling in fury.

"Spencer wait." Mac said quietly. "You need to look at this."

He paused, took a deep breath and gave one last glare at the door, before turning and walking around the desk. Skye had moved around where she could look over Mackenzie's shoulder. Spencer stood on her other side also reading the dossier. It had a lot of information on a recent discovery in the Canadian Rockies as well as photos of several artifacts uncovered at the dig. One of the artifacts was of particular interest, a box made out of some unknown metal, etched with the symbol of the Phoenix, the exact same Phoenix that adorned the jewelry worn by the three of them. Arranged around the top of the box where three indentations which where identical to the items each wore.

"I think this is what we've been looking for." Mackenzie said softly.

"Yeah." Said Skye. "But S.H.I.E.L.D. got there first."

"We need to find out what's in that box." Spencer said.

Mackenzie nodded. "Yes we do. Which means we need more information. We'll have to play along for now."

"What do you have in mind?" Asked Skye.

"I think I'm going to take Director Fury up on his invitation." She looked at her two friends and held out her hand. "But I think I'll need to take you with me Skye. Spencer, I need your artifact."

Spencer nodded and took off the armband and handed it to Mackenzie. She stared down at the document Barton had provided.

"Let's see just what their hiding behind that S.H.I.E.L.D." She said softly.

* * *

"Ok, what the hell was that?" Stark demanded as they got into his Ferrari. "She read us like a book before we even got into the room! I thought she had to touch someone before her telepathy would work!"

"The rules have changed apparently. I've heard that such abilities can improve with practice but not that much. Something is definitely off. More importantly, did you notice their jewelry?"

"Not really, I was too busy attempting to keep my brain from being invaded by the Wicked Witch of the West thank you so very much."

"She is far too attractive to be the wicked witch, besides, we want her on our side so you better pray she's one of the good ones." Barton shook his head. "That's irrelevant anyway. Their _jewelry_ looks EXACTLY like the indentations in the chest our researchers found. I think they may know more than we thought."

Stark was quiet for a moment. "Well in that case I think I better spend some time snooping around in their system. Shouldn't be too difficult, after all there isn't anyone in the world, let alone with that group, who can keep me out."

* * *

Spencer sat in his office concentrating on the computer program he had running. Even though his Masters in Computer Technology was almost five years old he still kept abreast of new developments. Computers had a tendency to change quite rapidly and he tried to keep his hand in.

Right now he was busy running a little hacking program he had developed for a class project. It had proven…effective…at getting into any system it had been tried upon. Which was, ironically, why he wasn't in some government research facility or prison. The Department of Homeland Security file on him had vanished under "mysterious circumstances."

_Guess it's a good thing I'm NOT a domestic terrorist or thief. If my moral compass was off just a little,_ he paused in thought for a second,_ ok, just a little MORE, I could be a rich man living on my own private island surrounded by hordes of beautiful women. _Spencer grinned at the thought. _The world owes my old Sunday School teacher a deep and sincere thank you._

His grin faded into a normal smile as he considered his friends. "Well, maybe just one woman." He said to himself.

Of course using this program to break into Tony Stark's personal files was proving a challenge. Part of that was that Tony was a billionaire who could buy supercomputers like some people bought calculators. Another was that despite his personal animosity toward the man, and as much as he hated to admit it, Tony really was ALMOST as smart as he thought he was. The only reason he was hacking Stark instead of going directly after S.H.I.E.L.D was simple, Stark was actually connected to the net, S.H.I.E.L.D was not. Apparently they were a paranoid, quasi-military, government agency that was smart enough to take computer security seriously instead of hiring out to the lowest bidder.

_SUCH a PITY I have to hack Stark instead._ Spencer grinned again.

A message popped up on his monitor indicating he was in. Spencer was impressed. It had taken nearly nine minutes to break past Tony's security, three times as long as any other system, the man really was ALMOST as smart as he thought he was.

Spencer's brows creased as a message warning of a failed cyber hack attempt popped up.

"Odd. Now who would…" Retracing the hack was easy. Especially since he already had complete access to the hacker. "Oh Tony," He said to himself, "The fun things I'm going to do to you!"

Spencer's grin was larger than ever as he got to work.

* * *

Around two-thirty the next afternoon Skye once again opened the door to Dr. Arden's office right before Agent Barton's hand touched the knob.

"Well hello Agent Barton!" Skye said with a pleasant smile as she ushered him into the office. "So good to see you again." She then turned to look blankly at Stark before raising an eyebrow and motioning him inside.

Stark gave her a patronizing look and walked in, taking a seat in front of the desk without being asked. Mackenzie looked annoyed but didn't mention the breach of manners. Spencer, who was sitting beside the desk glared.

"What took you so long?" She asked Barton. "You said you would be here almost four hours ago."

Barton looked uncomfortable. "Mr. Stark's GPS went on the fritz. The stupid thing gave us the wrong directions somehow. If we hadn't turned the thing off we would be well on our way to Jersey by now."

Mackenzie only raised an eyebrow while Skye did her best to turn a laugh into a cough. Spencer hid his smile behind a coffee mug.

"How exactly did that happen?" Mac asked.

"I don't know." Stark replied. "But as soon as I get back to the mansion I plan on having Jarvis find out." Spencer's smile turned into a grin at that.

"Well gentlemen, I suppose we should get going then. Spencer, do you mind finishing up my paperwork while Skye and I accompany these two?"

Spencer gave a little half bow from his seat. "But of course mi amore! I live but to serve!" He flashed her a huge smile while Skye and Mackenzie looked at each other then rolled their eyes.

"Alright then, if you gentlemen would go ahead to the car, Skye and I will grab our things and be right out."

"And just how are you going to manage to find the correct vehicle without us showing you where it is?" Stark asked condescendingly.

"Why, we will simply follow the scent of your hugely over inflated ego Mr. Stark!" Skye replied with a grin.

"I didn't realize there was any basset hound in your lineage Miss Salvatore." Stark replied.

"Wow! Someone has a broom handle stuck pretty far up their butt today don't they Mr. Stark!" Skye replied a little sharply.

"In the area of brooms, I bow to your superior experience." Stark shot back before standing to his feet.

"Did you just call me a witch AND a b…"

"Don't be bitter little Miss Skye, just remember not to go into a battle of wits unarmed." Then he strode out the door before Skye could reply.

"I, but, HEY!" Skye stamped her foot. "That jerk is _infuriating!_"

"And now you understand my overwhelming fondness for Mr. Stark." Mackenzie said sourly.

Barton squeezed the bridge of his nose. "Sorry about him. I'll try and talk him into not being an ass from now on. If you will excuse me." Barton turned and walked after Stark.

"I'm not bitter." Skye said venomously at Stark's departing form.

Mackenzie sighed and started gathering some papers together. Spencer ruffled Skye's hair.

"It's ok little buddy. I love you just as you are, bitterness and all!"

Skye glared at him and he flashed a big unrepentant grin. He laughed as she punched him in the arm.

"Ow." Said Skye. Spencer laughed again.

"Are you ok?" He asked Taking her hand and examining her knuckles. "You should know better than to hit something harder than concrete."

"Well it still made me feel better." She shot back.

"That's me! The human abuse absorber. If it makes you feel better give me a smack anytime!"

"Ok." She said with a smile and smacked him upside the head.

She shook her hand. "Ow."

"Children, children. No more fighting or I'll have to separate you." Mackenzie said chuckling.

Skye and Spencer looked at each other then back at Mackenzie and chorused in unison. "Yes Dr. Arden!"

Mackenzie laughed. "You two are incorrigible! Come on Skye, let's not keep our brave Avengers waiting!"

Skye picked up a duffle bag containing her essential photography equipment while Mackenzie placed her papers in a briefcase and started toward the door.

She paused as she was about to exit the office. "Keep an ear open Spence. Come running if we need you."

He nodded. "You can count on it."

* * *

As Skye and Mackenzie climbed in the back seat of Stark's car, a Bentley Skye noticed, Skye asked, "So where exactly is this box being kept?"

"The CHEST," Stark replied, "is under lock and key at a safe S.H.I.E.L.D. facility guarded by some of the toughest men," he paused glancing in the rear view mirror at the girls, "people, in the world." Skye glared at his reflection while Mackenzie just rolled her eyes.

Stark started the car and the radio came on blasting AC/DC. "I couldn't help but notice that you and your friends jewelry match the indentations in the chest. Do you have any idea what it might contain?" Barton yelled over the racket.

"No but I'm eager to find out." Mac shouted back. "What can you tell me?"

"Not much really. We…" He paused and reached for the stereo's volume control. Stark slapped his hand away

"Don't mess with my tunes." Stark shouted.

Barton glared at Stark but desisted. "We'll talk when we get there." He shouted to Mac.

Skye opened her duffle bag and took out her favorite camera. It was an older model that still used film but sometimes it just felt right to develop photographs the old fashioned way. She began snapping pictures of the passing landscape, the motion blur could have a cool effect sometimes. Stark glanced in the rear view mirror again. "What poor old lady did you jack that museum piece off?" He asked.

Skye's face went blank and she put the camera back in her duffle bag. Mac reached over and placed her hand on Skye's shoulder as the girl fought back her anger.

"It…belonged to my Dad." She told Stark then went back to looking out the window. Her father's sudden death ten months ago was still a sore wound on her soul.

_He won't get to me. _She thought to herself. _He won't!_

Suddenly her face lit up with a mischievous smile and she kicked the back of Stark's seat. "Are we there yet?" She demanded.

Mackenzie sighed in exasperation. It was going to be a long ride.

"I have to go to the bathroom!" Skye yelled.

* * *

As they pulled into a spot in the underground parking facility at the S.H.I.E.L.D. compound Mackenzie leaned forward and spoke into Barton's ear. "I commend your patience Agent Barton."

"Are we there yet? I'm hungry!" Skye yelled at Stark as she kicked the back of his seat again. He looked about ready to explode.

"Patience? I'm not sure I'd call it that. Practice maybe." Barton looked at Stark in exasperation as he and Mackenzie got out of the car. "Come on." He told her. "Those two can catch up."

Stark was too busy arguing with Skye for him to notice their exit. As they entered a heavily reinforced security door they heard Skye yell, "You can't make me! You're not my real Dad!"

Barton and Mackenzie both burst out laughing. "Your friend may be a little annoying but seeing her get under Tony's skin like that made the whole thing worthwhile!"

"Yeah, she may not be able to match Tony Stark in a battle of pure wit but she can outmatch anyone but Spencer in a battle of pure crazy! You should see her and Spencer. Those two can be hilarious when you get them going."

The two walked down a hallway composed of reinforced concrete. At the end was an elevator with an attached retina scanner. Beside the elevator was a window, probably made of optical sapphire, with a desk on the other side. The desk was manned by a sharp eyed S.H.I.E.L.D. agent. Two more agents stood at terminals near the desk. There were no entrances or exits from the room on their side of the glass Mackenzie noted.

"This is some impressive security." Mackenzie noted to Agent Barton.

Barton merely nodded as he placed his eye up to the scanner. The elevator door slid open and he motioned courteously for her to precede him. "Right this way Doctor."

The elevator descended for close to a minute before the doors opened. Agent Barton led her through a veritable maze of hallways until he came to another security door. This one guarded by two very large, heavily armed, and unsmiling men. They examined Barton and Mackenzie closely, their hands never leaving their weapons. Mac couldn't help noticing that they were armed with something other than rifles or pistols. She didn't know what they were but they looked high tech and quite lethal.

Barton ignored them both and strode up to the security door. This one had not only a retinal scanner but a keypad as well. He placed his right eye up to the scanner until it beeped, typed a long sequence into the keypad, then placed his LEFT eye up the scanner and typed in a second sequence.

"A little paranoid Agent Barton?" Mackenzie asked.

"In my line of work, paranoia is a survival trait Doctor Arden." He replied.

"Indeed."

As the door slid open Mackenzie saw two more armed guards on the other side weapons drawn and leveled. They examined Barton closely before lowering their weapons.

"This is Dr. Arden, the specialist we contracted to look into the artifact. Go get some chow I've got this. "

The two nodded and headed out.

The room was small, no bigger than her office, unadorned or furnished save for a table with some kind of chest sitting on it. The box was obviously old, yet it appeared untarnished. It had strange glyphs carved into it around a large etching of a phoenix. She didn't know what the box was made of but she bet it wasn't any metal found on earth.

She walked toward the chest, mesmerized. "Do you mind if I examine it?" She asked Barton as she reached out to touch it.

"That IS why you are here." He told her.

She barely heard as her hand touched the phoenix relief on the side of the box. A golden, fiery, light burst out of the box and enveloped her. She felt an unspeakable peace wash over her and a voice whispering words of contentment and wisdom into her mind. She started to embrace the light when a thought came to her. _Skye. Spencer._

She fought with everything she had to pull back. The feeling of peace never left her but the contentment turned to sadness as she felt the force holding her let go. With a gasp she snatched her hand away from the box and collapsed.

* * *

Barton was fast, skilled, trained. He almost let Dr. Arden's head bounce off the concrete floor. One moment she was standing there with a…_strange_ look on her face, the next she was collapsing and he nearly didn't catch her in time. He set Mackenzie down on the floor then opened the security door.

"Call a medic! Dr. Arden has collapsed." He told the two guards.

One of the guards nodded and began to contact the medical center while the other hurried off for a med kit. Barton closed the door and hurried back to Mackenzie's side.

A few seconds later, the doors opened and a still bickering Stark and Skye entered.

"Mac!" Skye shouted and rushed to her friends side. "What did you do to her!"

Barton and Stark broke into a sweat as they felt the temperature in the room jump forty degrees.

"I didn't do anything! She was examining the box and just collapsed!"

The temperature dropped as fast as it had risen. "What happened?" Skye asked.

"Wow Barton. You're alone with her for like two minutes and you broke her. Way to go! And I thought I was the only one who could break a woman's resistance that fast." Stark quipped.

He took a step back as Skye turned a fierce glare on him. It wasn't the look that made him back off so much as the way her hair began moving, on its own, in a non-existent breeze, and little flames jumped from the ends.

Skye took a deep breath and the flames haloing her head flickered and died. Her hair kept moving however as she closed her eyes and put her hand on Mackenzie's head. A soft golden glow flowed from her body and enveloped the entire room. A sense of warmth and _rightness_ flooded everyone in the room as the light grew brighter and brighter until with a gasp Mac took a deep breath and her eyes snapped open.

"Mac! Are you alright?" Skye asked as the glow faded away.

"What happened? I…was examining the box and…" Her eyes widened. She looked at Skye. _And the sensation of peace, warmth and comfort we experienced back near Lake Tanganyika swept over me again. What ever is in that box, I think it is what we have been searching for!_

Skye nodded in understanding. Stark seemed oblivious but Barton's eyes narrowed as he watched the exchange. He had no idea what had transpired but he knew SOMETHING had happened. Skye looked at him for a moment and then his suspicions just vanished. _What was I thinking? _He wondered. _Dr. Arden is just worn out from her ordeal and her friend is concerned. Maybe I do need to reign in my paranoia._

The doors opened and a medical team rushed in. They quickly took charge of Mackenzie and, despite her protests, escorted her to the med center. The others followed behind.

* * *

"It's very VERY old," Mackenzie was saying. "I would say thousands of years old but some of the languages carved on the box weren't around until about the Seventh Century A.D. What is odd is that some of the OTHER languages have been dead longer than the Persian Empire." She shook her head. "I know one thing for sure though…"

"What's that?" Barton asked.

"I'm NOT touching it again without some gloves!" She gave a small smile. "I need some equipment."

"We should have everything you need right here on base." Barton replied.

Mackenzie shook her head. "We've been researching artifacts like that for years. Between Spencer and myself we developed some very specialized equipment you won't find anywhere else in the world."

"Why not just open the thing." Stark asked. "You obviously have the keys."

Skye shook her head. "We have no idea what is in that thing. I think I would MUCH rather Mac have adequate time to study it before we just go opening it. What's inside could be love letters to some long dead princess or worse than what came out of Pandora's Box. Let's take the time to do this right shall we?"

Skye had a pretty good idea what was in the box. She and Mackenzie had been communicating back and forth non-stop and if Mac was right…well it was terrifying how powerful the artifact in there really was. She looked over at Barton. Keeping his suspicions in check was becoming harder and harder. He had an amazingly strong mind. They had to get that box, or at least what was INSIDE it, out of here soon.

"I certainly can't argue with that." Barton said. Stark looked like he would continue arguing but visibly changed his mind.

"While Mac get's dressed, I think I'd like to take a few photos of the chest from all angles. Maybe that can help her and Spencer figure out what it contains."

"Alright. I'll lead you there." Barton replied.

A few minutes later Skye and Barton stood in front of the chest again. Skye took out one of her cameras, a very expensive modern digital one this time, and began snapping pictures. She frowned as the light flashed with every click. She could have sworn she had turned the flash of… A bright flash sprang from the chest directly into her eyes and she froze, mesmerized. The sense of peace and love flowed over her, just like the time at the lake. This time the sensation was accompanied by one of incredible power. She couldn't move, could barely breathe, but she felt the power growing, swelling up in her.

"Are you alright?" Barton demanded and grabbed her arm. He was blasted across the room into the far wall with enough force to knock the breath out of him. "What the hell!" He wheezed.

The door opened and Stark and Mackenzie entered. "Are you ready to go yet Sk…"

Mackenzie froze taking in the scene. "What happened?" She demanded of Barton.

He got to his feet wincing a little bit. "I don't have the slightest clue. One second she was busy taking photos and the next she just…_froze!_ When I tried to shake her out of it something sent me flying."

The temperature in the room was climbing dramatically and sweat broke out on Stark and Barton. Mackenzie was oddly unaffected.

Skye's blue eyes had turned a fiery red color and flames seemed to dance in them. Her hair was moving again and her whole body appeared wreathed in flames. Mackenzie could tell that this was a VERY bad sign.

"Skye? Are you in there? You have to control this! Skye?"

There was no response. Taking a deep breath she reached out and took Skye's arm. She could sense the power inside her. Unlike Barton, nothing happened when she touched her friends arm.

_Skye? _She could sense something new in her friend. She frowned, it really was in _her_ not coming from the artifact. Closing her eyes she began to draw that power into herself. She used part of it to alter the memories of Barton and Stark. It wouldn't do for them to decide they couldn't trust her and Skye to leave. Stark was easy enough but She sensed that Barton would remember the truth all too soon. His mind had been altered before and that made him resistant to other attempts to change him.

"Can't be helped." She whispered to herself.

With a gasp, Skye came out of her trance, her eyes shifting back to their normal blue color. "Mac?" She said then collapsed.

Stark caught her on the way down. "Ok, that's two for two on you ladies. I think maybe it's time to get you home. Both of you need to rest and I'm beginning to side with you on the need for some equipment."

Barton nodded in agreement. "I'll drive you."

"Thank you Agent Barton. I think, for once, Stark and I actually agree on something."

**Chapter Two**

Mackenzie had Barton drop them off at Skye's apartment. Once her friend was safely in bed she waited until she felt Barton leave the immediate neighborhood then pulled out her cell phone. Normally she would have been concerned about someone with the resources of S.H.I.E.L.D. listening, fortunately this device wasn't your ordinary smart phone. Not after Spencer had gotten to play with it anyway. The signal was completely untraceable by any technology found on earth.

_Of course that information would have been much more comforting a few years ago. _She thought.

She dialed Spencer's number and he picked up almost instantly.

"So the prodigal professor finally calls to enlighten us poor, overworked grad assistants. What words of wisdom do you have for your loyal minion?" His tone was light but Mackenzie could hear the tension in his voice.

"Whatever was in that box is connected to the artifacts. I _think_ it may be a shard of the M'kraan Crystal. Which means whatever these artifacts are they are more powerful, and dangerous, than we could have possibly imagined."

"I've been around you awhile Mac and I've learned a lot about ancient civilizations but I don't think you have ever mentioned an 'M'kraan Crystal'." Spencer replied.

"It's an ancient artifact of alien origin. A few fragments of lore mention a race of beings hiding a treasure devoted to one of their gods here on earth. From what I understand that treasure was said to be able to destroy galaxies. Or, as the tales put it, 'Consume the lights of all the sky.' How soon can you get here?"

She heard Spencer laugh and then the doorbell rang. Mackenzie frowned then walked out of Skye's bedroom through the living room and opened the door. Spencer was standing there with a grin on his face.

"How did you get here so fast!" Mackenzie exclaimed in amazement.

"It helps when you're already in the parking lot." He replied.

She began laughing and couldn't stop for several seconds. "Have you been following me Mr. Spencer?" She asked with a huge grin.

"Just call me your friendly neighborhood stalker!" He replied smiling. "Actually you can thank Tony Stark for my miraculous and timely arrival."

Mackenzie laughed even harder at that. "Why do I get the feeling that Stark may be the reason you're here but he knows little to nothing about it?" She said with a grin.

"Because you have a sneaky, suspicious mind and know me all too well! Turns out that our dear Iron Man has some kind of wireless information feed hooked directly into S.H.I.E.L.D.'s systems. So basically I was able to go through Stark's network to get at our favorite little bureaucracy. They have some really nice security cameras in that facility and tracking devices set up on all their vehicles. When I saw Agent Barton sign out a vehicle and the three of you climb in I just followed your route and figured out where you would wind up."

"Well I'm glad you're here. We had some major problems at the facility and I don't know how long it will be before Barton's memory returns." Mackenzie told him worriedly.

"What happened? I didn't watch everything that went on, too busy reading the information I found in the S.H.I.E.L.D. archives."

"Other than whatever is in the chest trying to draw me into itself THROUGH the boxes walls? It caused Skye's powers to spike."

"When you say 'spike' are we talking a minor spike or a Mount Everest spike?"

"I'm talking Olympus Mons Spencer. If I hadn't stepped in and absorbed the overflow it is quite possible we would have lost half the State! I've never felt anything like it! The power involved was literally otherworldly! It scared the crap out of me." She looked somber and even the memory was a little frightening.

Spencer reached out and gently put his hand on her shoulder. "It's ok Mac. You stopped it, nothing went wrong, and we WILL find out what is in the box. And how to control it."

"I'm scared Spence. How could Skye produce that much power. And what frightens me even more is that I was able to CONTAIN that much power." She looked up at Spencer her eyes shadowed with worry and fear. "Just what are we becoming?" She whispered.

Spencer drew her in for a hug. "No matter what that thing or those artifacts are doing to you. You and Skye are still human and you are still my friends. Nothing this side of death itself, or beyond for that matter, will change that. Understand?"

She nodded as he placed his chin on top of her head. "You're a good friend Spencer." She told him.

Spencer sighed a little then pushed her back with a grin. "Well you don't have to tell ME that! I already know!"

Mackenzie laughed again.

Just then Skye came out of the bedroom. "Do I get a hug?" She asked her voice quavering. "I mean I was almost responsible for killing several million people apparently."

Mac held her arm out and Skye ran over and embraced her two friends in a fierce hug. "What do we do now?" She asked quietly.

"Now, we get back in there and take whatever is in that box."

Skye pushed away and looked up at them anxiously. "Are you sure that's such a good idea? Whatever is in that thing nearly took us again. I'm not sure I want to risk giving it another shot! Besides breaking into one of the most secret and heavily guarded military bases in the world doesn't strike me as the plan of someone who wants to stay out of prison."

Mackenzie started pacing. "It won't exactly be breaking in. Spencer is already inside their system and I can cloud the minds of anyone I meet. Besides, if we are ever going to find out just what is happening to us, and how to stop it from getting worse, we need that artifact."

Skye planted her hands on her hips. "Why do I get the feeling you two have been plotting this for a lot longer than five minutes?" She demanded.

"Because you know us?" Spencer said with another huge grin.

* * *

It took several hours to gather all the equipment necessary for the break in. Skye spent those hours arguing against what she called the Impossible Doomed Mission leading to Prison and Doom! Now they sat in Spencer's tech van just over a small hill about a mile from the S.H.I.E.L.D. compound.

"This isn't going to work! We'll get caught and you two will go to prison and I'll suffer a nervous breakdown from anxiety and they'll send me to a mental hospital for the rest of my life and feed me tapioca pudding forever and I hate tapioca pudding and I really DON'T want you to do this!" Skye babbled.

"Don't worry so much Skye. I have no intention of becoming some big prisoner named Bubba's love slave for the rest of my natural life." Spencer replied.

"Yeah like that is going to happen Mr. 'high caliber bullets sting a little!'" Skye snapped back.

"I said don't worry Skye, I promise I won't let them take us…alive anyway." Spencer replied with a huge grin.

Skye stared at him in horror for a minute then decided he wasn't joking. "Omagod! We're gonna die! Omagod! Omagod!"

"Spencer stop tormenting her!" Mackenzie scolded him. She was wearing loose black pants and shirt, with black boots and gloves. She had her hair tied in a braid wrapped in a bun behind her head then covered with a dark hood.

"If they somehow manage to catch us I'll simply tell them I forced you two to go along with me by dominating your minds."

This seemed to calm Skye some, though she still let out the occasional frightened 'eep' accompanied by a quiet 'omagod, I don't want to die'.

Mac took Spencer's bracelet and Skye's ring and secured them in her backpack before swinging it up onto her shoulders. "It's time." She told Spencer.

He nodded and Skye opened the van's door so Mackenzie could jump out. The compound was located on a very flat piece of land with unobstructed lines of sight for over a mile in all directions. A well patrolled electrified fence surrounded the entire area. Spencer had argued hard that he was the logical choice to go in for the artifact after all he was faster, immensely stronger, and darn near indestructible. Mackenzie had pointed out that sending him would result in a tremendous amount of collateral damage, and if Stark or God forbid BANNER was on site, no guarantee of success. This had to be covert or a lot of people would get hurt. Spencer had grumbled but finally agreed.

Mackenzie stealthily made her way up to the fence then waited. Looking and listening with eyes, ears, and mind for the patrols roaming the perimeter. After a few seconds she determined the coast was clear.

The fence was actually two fences, each fifteen feet tall with razor wire on top. There was a twenty foot gap between the two fences covered in fine sand so anyone walking across the intervening space would leave signs that they had been there. It was an ingenious and cheap security system developed by the Israelis to help keep track of illegals and terrorists attempting to cross their border. Unfortunately for S.H.I.E.L.D., it depended on stopping people stuck on the ground.

Taking a deep breath, Mackenzie levitated herself over the two fences and gently to the ground on the other side. _Skye. Tell Spencer I'm in._ She sent telepathically.

Back in the van, Spencer let out a grim laugh. "Let the chaos begin." He said and executed the program he had set up earlier.

* * *

The entire base went black as the primary, secondary and tertiary power systems all crashed. Mackenzie nodded in satisfaction. _Proceeding into the compound. _She sent to Skye.

In a watchtower above the chaos, Agent Barton watched and waited. Something had been nagging at him since dropping off Dr. Arden and Miss Salvatore. At first he couldn't put his finger on just what it was, but as time went on his suspicions and natural paranoia had returned. When the lights went out and backup power didn't immediately come back on he knew something was very wrong. He attempted to contact Director Fury but the communication system was nothing but static.

Scanning the perimeter he noticed a pattern to the patrolling agents movements. Somehow they were all moving in such a way that avoided an almost direct line from the weakest part of the perimeter defense to the compound entrance.

He knew by instinct that it would be difficult and maybe dangerous to try and interpose himself in the path of who or whatever was causing that pattern on the way in. But an ambush on the way out, when they let their guard down in anticipation of escape…

Agent Clint Barton, code name Hawkeye, picked up his bow and flowed into the darkness.

* * *

Mackenzie hurried through the hallways of the S.H.I.E.L.D. compound. Her ability to cloud the minds of those she met was draining her reserves but she thought she could make it without trouble. Those she met saw what they expected, one of the reasons she had chosen loose, dark clothing. It made it easier to project the proper image into minds, usually anyway.

One of the agents she had come across had actually been so paranoid they had been expecting an alien invader. Only her quick reflexes and seven years of wing chun, a form of kung fu designed by a woman to fight larger and stronger men, had kept her from getting a bullet between the eyes. She had been more careful after that.

She finally reached the elevator doors and encountered her first real challenge. The doors had automatically locked when the power went out. Doing a small, delicate task telekinetically actually took a lot more energy than doing a heavy one the same way or even manually, but there was no other way she was getting this door open.

Mackenzie leaned forward, pressing her hands and forehead against the elevator doors. Closing her eyes she concentrated on finding the locks and easing them open. The strain was tremendous and for a moment she thought she would fail but then doors opened soundlessly. Gasping and trembling, Mac stared down the elevator shaft.

"No way I have the stamina to levitate down that." She muttered to herself. Quickly she removed her backpack and pulled out some special climbing clips. Attaching these to the elevator car cables she hooked herself up and began the descent.

The shaft was deeper than she had thought and it took her almost ten minutes to reach the bottom. Her arms burned from the unaccustomed exercise and she almost collapsed from exhaustion. Taking several deep breaths, she began to reach out and unlock the doors telekinetically like she had the others above her. She let out a little gasp of relief when she realized the doors had a safety mechanism allowing them to be easily opened from the inside.

"Thank you Jesus." She whispered tiredly and pushed the doors apart.

The hall was deserted, for which she gave another prayer of thanks. Moving stealthily through the lower levels of the facility Mackenzie quickly made her way to the room containing the artifact. The outside guards were gone, probably pulled to the perimeter, but she could sense the minds of the two guards still inside.

Grimacing with effort, Mac reached out and put the two men to sleep. That last task nearly caused her to pass out and she collapsed against the security door trembling and gasping for air. She tried to open the door telekinetically but it was too much, she didn't have enough strength left to make the attempt.

_Skye. _She sent out to her friend. Fortunately Skye's talent was similar enough to her own that communicating with her required almost no effort.

_What is it Mac?_

_I'm at the security door but I'm exhausted. I don't have the strength left to open it. Have Spencer turn the power back on and open this thing or I'm going to be stuck down here with some very angry Avengers very soon._

A feeling of panic swept down the link from Skye. _Okay. Just a second!_

A few moments later the lights came on and the door unlocked with a quiet click. Mackenzie snorted awake as the bright lights washed over her. Trying to shake the cobwebs out of her brain, Mac opened the door and went inside. The two guards were passed out in opposite corners one was drooling and the other was cuddled up around his weapon like it was a teddy bear.

_Aw! How sweet!_ She thought in amusement.

Mackenzie's face turned crimson as the guard muttered something inappropriate and explicit to the piece of hardware. _Ok, maybe not like a teddy bear. _She thought in embarrassment.

Drowning out the sounds of the amorous guard, Mac hurried to the chest. She carefully reached out and touched the box, even through the gloves she felt a surge of emotion and power emanating from whatever was inside. She was ready for it this time though and instead of letting it overwhelm her she used the power to replenish her depleted reserves.

Working quickly, she opened her backpack and brought out Skye and Spencer's artifacts. She inserted the objects into the slots on the box then reached up, took off her necklace and placed the medallion in the last opening.

A burst of fiery light, brighter than the sun, flooded the chamber. It SHOULD have blinded her but instead it washed away her remaining fatigue and brought an incredible clarity to her mind. The box simply dissolved into the air leaving their artifacts and a large ruby colored jewel the size of a child's fist sitting on the table.

Mesmerized, Mackenzie started to reach out and pick it up but stopped at the last second. Taking a deep breath she reached into her pack and removed a heavily shielded box which had successfully blocked any form of radiation they had tested on it. The material had even prevented telepathic scanning. She just hoped it would prove effective against whatever the crystal emitted. She used a pair of tongs to pick up the gem and place it into the container then shut the lid.

The sense of the gem cut off instantly as did the light and Mackenzie was overwhelmed with a feeling of relief…at least until she noticed the two fully conscious guards glaring at her with weapons leveled.

"Aack!" She shrieked before hitting them with a telekinetic blast strong enough to fling them across the room and knock them unconscious again.

"And this time stay asleep!" She said nervously.

Mackenzie quickly put her necklace back on, grabbed Skye and Spencer's artifacts and put them and the box into her backpack.

_Have Spencer kill the power again Skye. I've got what we came for._

A few seconds later the lights went out again and Mackenzie began retracing her steps. When she reached the elevator shaft she paused, then decided it would be quicker and easier to fly up rather than climb. Gathering her strength, she willed herself to rise up the shaft.

The return trip out of the compound was both easier and more difficult than the trip in. She didn't have to unlock the doors again, which saved her a tremendous amount of effort. Unfortunately the S.H.I.E.L.D. agents had gotten organized and she was forced to distract or put to sleep a lot more of them. By the time she reached the fence surrounding the facility she was getting tired once more. With a burst of effort she lifted herself over the double fences and sprinted toward the safety of the van.

She never saw the arrow coming.

* * *

Mackenzie didn't need to see the arrow, she had sensed Agent Barton's presence and was prepared, almost. She had never actually used her abilities in a combat situation quite like this one and she barely knocked the projectile aside in time. The two that followed on its heels were just as difficult. Barton's training had developed to the point that he fought by reflex not thought so any telepathic warnings of an incoming attack were barely a fraction of a second ahead of the attack itself. Barton charged in when he realized his arrows were useless.

Mackenzie barely deflected his straight punch to the side of her face and had to roll out of the way of his follow up forearm. Every time she tried to strike back he blocked or just took it and kept on coming and she was so tired. If she wasn't exhausted she might have stood a chance. Maybe. He was just so much bigger and stronger than her. Barton was attempting to close the distance between them and Mac was having trouble keeping him back. If he actually got his hands on her she knew she was a dead woman.

_He's too good! _Mackenzie realized. _I can't beat him in a straight up fight! He's been doing this, KILLING__people with his bare hands for over a decade. I can't beat him this way._

One of Barton's strikes got through staggering her and he went in for the kill. She only had one option left and she took it. With her remaining strength she hit his mind with a psychic blast that stunned him for a fraction of a second. Seizing the opening she stepped in and swept his legs out from under him. Taking him to the ground she landed astraddle his chest with both hands clamped to either side of his head.

She knew whatever psychic scarring he had would protect him from additional attacks and Barton's mind was getting stronger every time she or Skye altered it. She had to do a complete memory wipe, it _probably_ wouldn't be permanent but the risk of totally destroying his mind was definitely there. If she didn't do this he would beat her and he _would_ kill her.

All this went through her mind between one moment and the next. Gathering her remaining strength she stabbed a telepathic dagger into his mind. In the process she saw him, his true essence from the moment he was born to this very second. All he was, everything he had ever believed and fought to defend. She saw his love for his nation and his planet, his incredible grief at the loss of his wife and children and his unwavering loyalty. In that moment she knew that even if it cost her life she couldn't go through with it. She couldn't risk destroying his mind.

Barton _felt_ her psychic attack. Felt the dagger slip into his very soul, and an echo of the her being was transferred to his understanding. One second he had sensed an agonizing pressure in his head and the next he knew her almost as well as she did him. All thoughts of hurting her, let alone killing her, fled.

_Love at first sight is nothing but a child's fantasy compared to this!_ He thought.

_I can't believe this, but I have to agree._ Mackenzie replied in his mind.

"I…" He began to say when the world went white and a Shi'ar energy weapon hit Mackenzie in the back.

**Chapter 3**

Spencer arrived on the scene just in time to see Mackenzie get shot. His sensor equipment, some of the most advanced on earth, had proven no match for the alien Shi'ar's technology and they had nearly been on top of the S.H.I.E.L.D. compound when he finally detected their presence. He had been out of the van so fast he hadn't even realized he failed to open the side door. Instead he had ripped it off it's hinges leaving Skye staring in shock at a gaping hole in the vehicle's frame.

He stopped running when he saw Barton's figure protectively cradling the apparently lifeless body of Mackenzie and crying uncontrollably. The S.H.I.E.L.D. agent was so devastated he didn't even seem to care about the Shi'ar soldier behind him lining up his energy weapon for the kill.

Spencer took in the whole scene in a fraction of a second and then his vision went red with uncontrollable fury. Uttering a heartbroken cry of rage, he charged the Shi'ar.

The alien had time to line up and get off one shot. The bolt of energy flew true and struck Spencer in the abdomen and he stumbled almost going down before regaining his balance and continuing his berserker charge.

The Shi'ar looked on in shock, the blast that had hit Mackenzie was the lowest lethal setting his weapon was capable of emitting. The higher ups in the Shi'ar military had not wanted to waste power on fragile humans. The blast that hit Spencer was full power, designed to take out lightly armored military vehicles and it SHOULD have blown him in half. It barely slowed him down.

The alien had a fraction of a second to try and call for backup before his adversary was upon him. It wasn't enough.

Shi'ar physiology was similar to that of earth birds, though they appeared very like humans externally, they had hollow bones. Despite this they were far from fragile, coming from a high gravity home world the average Shi'ar could press around one ton and shrug off blunt force trauma that would kill a human. Their soldiers were about twice as strong as the average and even tougher. The Shi'ar never stood a chance. Spencer's first blow crushed his skull like styrofoam and sent the broken body flying almost thirty feet.

He turned to find another enemy soldier to slake his rage on but they were already in full retreat. Not because they felt threatened by Spencer, but because they had scoured the base and failed to find what they had come for. The Shi'ar troops ran into the brilliant beam of light emanating from their hovering ship and were pulled back inside within seconds.

Unable to find another one of the creatures to take out his grief fed anger upon, Spencer turned and sprinted back to Hawkeye. Grabbing the Avenger by the collar of his combat harness he picked him a foot off the ground and shook him like a terrier shakes a rat.

"What did you do!" Spencer screamed at Barton.

Tears still flowed freely down Hawkeye's face and he was stammering, "I-I didn't…P-please God. Not again! Pl-please don't let her die! This c-can't h-happen again!"

Spencer was on the verge of taking out his sorrow on Barton when he heard a whisper behind him. Turning, he saw Mac conscious and gasping in pain.

"Don't Spencer." She whispered. "Don't hurt him."

With a cry of joy Spencer ran to Mackenzie's side. He barely noticed tossing Hawkeye aside like a kids toy and didn't notice when he landed twelve feet away with a grunt. Reaching Mackenzie, Spencer scooped her up and held her to him like a parent would hug an injured child. Just harder.

"Mac? Talk to me Mac. Say something! Don't you die on me!" He babbled through tears of his own.

"Can't…breathe! Crushing…me!" She managed to gasp out.

He immediately put her back down. "I'm sorry! I'm so sorry Mac! Don't die on me!"

"What happened?" Mackenzie asked in a pain filled whisper. "My right shoulder feels like it's on fire. And I can't feel my right arm."

"You were shot Mac. I don't know what it was that shot you but it packed a wallop." He gestured down to his clothing which had been shredded by the energy bolt. "Your arm is still there though if we can get you back to Skye I think you'll be alright."

Mackenzie just nodded then closed her eyes wearily.

"Is she going to be alright?" Barton asked. He was back on his feet though he was rubbing a bruised shoulder from his landing after Spencer sent him on his impromptu flight.

"She'll be fine if we can get her to Skye!" He picked her back up, gently this time, and started to run back to Skye. Barton barely got in his way in time to prevent him from tearing off.

"She needs medical attention now! I've got basic medical training let me help her." Barton told him.

"And I have the equivalent of four years of Med school…admittedly it only took me eighteen months…but anyway, Skye can do a lot more for her than any first aid. Now get out of the way!

As Barton stepped aside there came a crash of thunder and flash of lightning. The night sky was clear with no moon but no cloud cover either. Suddenly a blinding bold of lightning flashed from the sky and struck the ground on the other side of the hill where the van was hidden.

"Well if he's back the situation is worse than even I thought." Barton said.

"If who is back?" Spencer demanded.

"Thor."

* * *

Skye gingerly crawled out of the hole where the van's side door used to be. She looked around and noticed the twisted piece of metal that was all that remained of said door almost a hundred yards away.

"Well if you didn't like my company you could have just said so." She yelled at the cloud of dust and flying grass that was all that could be seen of Spencer's passage. "What was the rush anyway? I don't offend do I? I took a shower." She said in exasperation.

Suddenly there was a blinding flash of light from beyond the hill followed by feelings of terror, pain and death. Which lasted for several minutes then slowly came to a stop. Something alien had landed in the S.H.I.E.L.D. compound, caused tremendous damage, then left. Skye let out a whimper.

There was a flash of lightning and roar of thunder, with a deafening concussion, a bolt of lightning lanced out of the sky and struck the ground twenty feet to Skye's right. Within less than a second another one hit the ground ten feet to her left.

As the smoke cleared a trembling Skye saw two figures emerge from craters where the lightning had struck the ground. Someone had actually RIDDEN the bolts of lightning and come HERE!

The nearest figure, well over six feet tall, taller even than Spencer actually, came out of the dust and smoke to stand before her. His eyes were haughty and filled with contempt as he gazed down on the small woman before him.

Skye just stood there, eyes wide as she stared up at Loki.

Loki mistook her wide eyed look and paralysis for terror. He couldn't have been further from the truth, for Skye was one of the few humans who had become infatuated with the terrible villain. There was just something about him that drew her like a magnet. Unfortunately she was terribly shy around her idols and had frozen solid the second his figure came into view. The only sound she made was a repetitive "I-I-I."

Loki continued to stare at Skye until with a negligent 'harrumph' of contempt he reached out and grabbed the collar of her jacket. He easily lifted her off the ground and pulled her close to his face to examine her.

"So pathetic." He said. "So fragile and weak. Tell me again why you brought us back to this cesspool brother?

"Because our father thought you could learn compassion from living among them and aiding in their struggle. Now put her down." Said an imposing figure wielding a hammer.

"So fragile. So vulnerable. Snuffed out with no effort. Just a twist of my hand and gone." Loki reached out and took Skye's chin in his hand.

The whimper she let out this time was DEFINITELY one of fear.

"So fragile." He whispered and started to tighten his grip.

"LOKI STOP!" Thor yelled and started toward him.

His attempt to goad Thor successful, Loki was already starting to put Skye down. He never got the chance as Spencer hit him from behind at seventy miles per hour. As she flew threw the air all Skye could think was, _Omagod! I'm gonna die! Omagod! Omago…_

"Ooof!" She said as she hit the ground. "Ow."

Spencer and Loki skidded across the rocky ground before coming to a stop fifty yards from the spot the two Asgardians had landed. The average Asgardian could press roughly 30 tons and was several times tougher than any un augmented human, Loki, while technically not an Asgardian, had similar abilities. This made him approximately as strong as Spencer who had his forearm firmly locked across Loki's trachea in a vicious choke and was making a concerted effort to squeeze the life out of Earth's former invader.

Spencer felt his opponent weakening and tightened his grip even more. The rage he had felt at Mackenzie's injury stoking his fury at the sight of this murderer with his hands on Skye.

_How DARE he threaten her!_ He thought. Squeezing even harder, determined to hear Loki's neck snap. Loki, clawed at Spencer's arm, his eyes bugging out of their socket as a black tunnel narrowed around his vision.

Suddenly Spencer let go as Thor finally made his way over to where he and Loki struggled and jerked him off his opponent.

"I think that will be sufficient my goo…" Thor began to say before Spencer's fist struck him in the solar plexus. He let out an "oof" and doubled over just in time for his chin to meet Spencer's rising knee.

Thor flew twenty feet through the air and landed with a thud. Spencer charged after him, determined to finish off the two thugs he had seen attacking his friend, not aware of who he was actually dealing with.

Thor rolled to his feet and met Spencer head on. The two collided with a thunderous crack and immediately locked up with each other. Spencer had one hand locked around Thor's neck and the other on the Asgardian's forearm. Thor's pose matched Spencer's and the two tried to push each other back by main strength.

Spencer's physical strength was evenly matched with Loki's, who was physically no more powerful than a typical Asgardian, but he wasn't fighting Loki anymore. Thor was the physical culmination of the Asgardian people, the strongest member of his race able to press over 100 tons. Slowly he began to give ground, almost going to his knees as the mighty being simply overpowered him. Realizing that for the first time in years he was facing someone stronger than him, Spencer switched tactics. Rolling backwards he put both feet in Thor's chest and heaved.

Caught off guard by the sudden lack of resistance, Thor flew over two dozen feet through the air before landing with concussive force. Spencer was already on him, landing on his chest and raining blows down on Thor's head. Spencer's reflexes were dozens of times faster than an un augmented human allowing him to land dozens of punches per second.

Uttering a cry of fury, Thor summoned his hammer Mjolnir to his hand. "Enough!" He bellowed and struck Spencer full in the face with the weapon.

* * *

Skye was having a bad day. _First, I get dragged out to the middle of no where on a mission that will almost certainly end with a nervous breakdown and lifetime confinement in tapioca pudding land. Next, Spencer abandons me, heavily damaging our only form of transportation on his way out. Then, one of the worst mass murderers in human history shows up, and no matter how cute he is, almost killing me was definitely a mood killer. Finally, Spencer comes BACK and almost kills me himself by attacking said mass murderer._

"I wanna go home." She said. She really was on the verge of an anxiety induced nervous breakdown when Spencer's limp body crashed to the ground less than three feet from her.

"S-Spencer?" Skye quavered. There was no response. Skye noticed that his entire face and front of his chest were covered in blood. He looked dead to her.

Crawling over to his side Skye shook his arm trying to get him to respond. "Spencer! Please wake up!" She wailed. He didn't move and Skye couldn't tell if he was even breathing. Tears streamed down her face. "No. Don't leave me here alone!" She cried.

"Fear not lass." A voice said from behind her. "I did not use my full strength. Your friend will recov…"

It was like a switch flipped in Skye. One second she was sobbing in terror for herself and her friend, the next the fear was gone and only rage at the people who had done this to them remained. With a surge of fire, Skye blasted herself off the ground and hovered surrounded by intense flames. Her eyes were glowing and her hair appeared to be made of living fire.

"…er." Thor finished.

"How dare you." Skye said with such quiet intensity that Thor took a step back. She then blasted him full in the chest with a burst of fire hot enough to melt steel.

Landing several dozen yards away, Thor rose up on one elbow and stared at the beautiful flame wreathed apparition hurtling through the air toward him. "I fear this will not end well." He said.

* * *

Barton helped Mackenzie over the hill that hid Spencer's van. The vehicles in the S.H.I.E.L.D. facility had all been trashed in the Shi'ar attack. Mac was beginning to regain feeling in her right arm, unfortunately that feeling was intense pain. Her backpack had absorbed most of the force of the weapon that had hit her but she still had severe burns across her shoulder and part of her neck. Fortunately the box with the artifact had survived unscathed and was now being carried by Barton. They could see occasional flashes of light and hear booms of thunder.

"What the heck is going on over there?" Barton asked.

"Something finally pushed Skye over the edge. My little terrified kitten has become a roaring lioness it seems."

"What? You mean Skye Salvatore is causing all that?"

"I think some of it is caused by Thor and Mjolnir but most of it is Skye."

"Is that why you sent Spencer off like that? You knew something like this would happen?"

"I felt Skye's panic and thought she needed help. Apparently, she's finally learned how to take care of herself."

"Too bad you already sent Spencer. Though I'm loathe to let go of you I have to admit his ability to pick you up and carry you like a child's doll would have made this whole trip much faster."

Mackenzie only grunted in pain. They traversed the last few feet to the top of the hill in silence. As the two topped the crest they came upon a scene of devastation straight out of someone's nightmare vision of Hell. There was fire everywhere, even some of the ROCKS were burning, and a fiery figure shaped like a woman danced among the flames shooting blasts of fire at two imposing figures on the ground.

Thor was covered in soot and minor burns while multiple images of Loki kept appearing and just as quickly being destroyed by gusts of flame. As the two watched in astonishment Thor finally got fed up and sent a terrific bolt of lightning directly into Skye. It did not have the desired effect. Instead of knocking the enraged young woman out of the air, she actually absorbed the bolt and used it to fuel her power even more.

"Well that's different," Mackenzie remarked calmly.

"We've got to stop this! They'll wind up killing each other and if those alien things come back we'll need all the help we can get!" Barton told her.

"You're right. We better get down there and…wait. Where is Spencer? He should be here somewhere."

"Maybe he was forced to run off?" Baron suggested diffidently.

Mac turned to glare at him. "I've never seen Spencer run from anything. While on the African Dig I watched him face down a young lion, unarmed, to save one of the dig workers. And that was BEFORE he was augmented by these artifacts. He is either here or he's…" She cut off as she saw Spencer's unmoving body lying near the van.

"Spencer." She whispered.

A rush of adrenaline gave her strength and summoning her reserves she shouted out in a voice backed by her power. "STOP THIS AT ONCE!" The sound could be heard for miles and only her power shielded Barton from being knocked to the ground and deafened by the terrible shout.

All three combatants reeled from the terrific sonic force. Skye looked up and seeing Mackenzie floated to the ground, her fire going out and a sheepish look crossing her face. "They started it." She mumbled sullenly.

Thor stood up from where he had been kneeling with Mjolnir in a defensive position in front of him. Loki continued to lay where he was, smoking from a direct hit, with a dazed expression.

"I hate this planet." Loki moaned.

Mackenzie hobbled down the side of the hill to where Spencer's limp form lay. She nearly let out a sob as she saw him unmoving and covered in his own blood. Kneeling down she felt for a pulse and let out a sigh of relief when she found it. Skye came hurrying up to her side.

"What happened?" She asked Skye.

"Some of Spencer's equipment just went crazy and he rushed off and left me then these two showed up and attacked me and Spencer came back and he fought them off until the blond one hit him with his hammer and now Spencer's dead and it's all my fault because I should have stopped them!" Skye wailed, babbling and crying at the same time.

"He isn't dead Skye. I can feet a pulse. What happened to him anyway? He's the next best thing to invulnerable!"

"That would be my error my Lady." Thor said as he came up behind the two. "When yon friend arrived he set upon Loki to defend this lass. I moved to separate the two and he mistook me for an enemy. He fought with skill and courage to match any but was overwhelmed by Mjolnir. Then yon Valkyrie did rise to his defense."

Barton had his bow out with an arrow knocked, ready, and aimed at Loki. "What is he doing back here? I thought you were taking him back to face justice!"

"Our father learned of a threat to this world and sent us back to aid in your defense. A powerful artifact has been found and attracted the attention of an ancient evil controlling an empire great and vast."

Hawkeye's bow never wavered. "Well you're a bit late. The aliens have already been here and left. I think they got what they came for."

"Then we must follow else all is lost. This artifact has the means of destroying all that exists and the evil beast that seeks it _will_ use it."

As Thor brought his hammer up in preparation to summon a portal back to Asgard, Mackenzie raised her hand to halt him.

"If you're talking about the M'kraan Crystal I don't think they found it. If that is what S.H.I.E.L.D. had locked up here I took it. It's still safe."

"I've been meaning to ask why you came after that thing in the first place." Barton said still watching Loki.

"We need it to find out what our artifacts did to us. Especially Spencer." She replied. "Ever since we got them we keep changing, becoming more powerful, I'm afraid we won't even be human if this keeps up. And Spencer, he," she took a deep breath. "He's in constant agony. He's thirty-four years old and looks like he's fifty. Whatever those THINGS did to him are causing him so much pain he's aging prematurely. I'm afraid the stress is going to kill him."

"Perhaps some of these creatures are not quite as fragile as I thought brother." Loki said hoarsely as he limped up to the group. He was nursing several burns and rubbing his neck where a dark bruise was visible in the light of the fires. He was looking at Skye with something approaching respect, or at least as close to respect as he was capable of getting. "At least one of these mortals would be a rival for one of the Valkyrie." Skye turned her back on him with a harrumph, he only smiled in renewed contempt.

"We need to get Spencer out of here. I don't know how much damage he sustained but this is definitely not the place to be right now. There is no telling when those things might come back."

"Shi'ar." Loki said.

"Pardon me?" Mackenzie asked.

"They are called Shi'ar you ignorant mortal. A very dangerous foe. Perhaps you should learn to find out something about an enemy before you make one." He said with disdain.

"I'm sorry. And just when did I ever start to believe you had an opinion worth listening to?" Mac asked him sweetly.

Loki drew himself up to his full height and prepared to deliver a cutting reply. As he opened his mouth there was a screaming from the heavens and Iron Man descended from the sky, his repulsors catching the Asgardian full in the chest.

Stark came to a landing right over the fallen Asgard, hand repulsors pointed directly at Loki's face. "Looks like I got here just in time. There's no telling how much damage he could of done without me to stop him. So what's up with you guys?" He quipped at the group.

"I _really_ hate this planet." Loki groaned.

* * *

"Look. I saw Loki, I thought he was here to try and conquer Earth again so I attacked. Can you blame me?" Stark said in exasperation.

"Sounds perfectly reasonable to me." Barton replied. Everyone else in the group, even Thor and Loki, nodded.

Spencer, who was still drifting in and out of consciousness said, "Hit him again just for fun."

Loki turned to offer a scathing retort but Spencer passed out once more before he could deliver it. "Maybe you will take wise advice from a superior when these others seem too ignorant." He told Stark instead. "Make sure you know who your enemies are before you strike."

"Yeah, pretty sure I got that one covered."

Skye came over and examined Mackenzie's injuries. "Let me take care of those Mac."

Mac nodded and pulled her shirt down off her shoulder so Skye could get a good look. "Ouch. Looks like some of the steaks my Dad used to grill." Barton said.

"I feel like a grilled steak right about now." Mackenzie replied as Skye put her hand over the burn and closed her eyes.

A warm light spread out from Skye's hand. The others watched in awe as the skin on Mac's shoulder bubbled and visibly healed. Within seconds there wasn't even a sign that Mackenzie had ever been wounded.

"A Valkyrie indeed." Loki whispered

"That's amazing!" Hawkeye exclaimed. "I've never seen anything like it!"

"I have to admit that even I'm impressed by that one." Said Stark his brow furrowed. "But if you can do that why are we standing around waiting for Mr. Hammer Catcher to wake up on his own. Let's have with the glowy and get him on his feet."

Skye shook her head. "It doesn't work on him for some reason. I've tried. He seems completely immune. We think it has something to do with the artifacts. Nothing Mac or I can do has any effect on him…well…other than hitting him with fire or tossing him with telekinesis. Although those don't actually hurt him."

The sound of approaching choppers could be heard. "Seems like the cavalry is finally on its way. Wonder what took so long." Stark said.

"Probably the fact that we're several hundred miles from the nearest S.H.I.E.L.D. base." Barton replied. "Besides, some of the things here are, well, WERE too dangerous for deployment. And it can be difficult to get soldiers or police to keep quiet. We couldn't risk knowledge of what we had getting out until all the kinks were ironed out."

"Makes some sense I suppose." Mackenzie said. "Though I think we already had this conversation. Something about buzz saws through butter I believe?" She quirked an eyebrow at Stark.

When the choppers landed Fury and Agent Romanov where among the first to exit the craft. "What in the hell happened here?" He demanded. Spotting Loki he brought up the energy rifle he was carrying and shot the Asgard point blank in the chest.

Barton rushed over to stop any follow up shots and fill the director in on the situation.

Loki groaned. "Why do people keep doing that to me?"

"Maybe because you're a sadistic madman who killed several thousand people and tried to enslave the entire planet?" Skye shot back at him.

"It was something in the nature of a rhetorical question."

"What?" Fury shouted as Hawkeye got to the part about the Shi'ar and Asgardian's arrival. He had carefully avoided mentioning Mac's theft of the artifact.

"I think we need to get that thing off Earth sir. Whoever these 'Shi'ar' creatures are, they want it in a bad way. I'm also pretty sure that taking out their central command node won't win us the war like it did with the Chitauri. Their tactics were more along the lines of a well trained military unit not mindless drones."

"I'm not sure I feel comfortable handing yet another all powerful energy source over to the Asgard, Shi'ar or no." Fury replied.

"We could not take it in any event." Thor replied. "It's guardians are here, they must remain with it. We offer only our aid in the defense of the crystal and this world." Loki rolled his eyes.

"Guardians? What guardians?" Natasha asked.

"These bold and powerful warriors of course." Thor said indicating the unconscious Spencer, Mackenzie, who was dressed in the charred remains of her infiltration gear, and Skye who appeared to be on the verge of a nervous breakdown.

"Great. I feel so much safer." Romanov said sarcastically.

"Get these people on the choppers, we need to evac them to a safe location immediately." Fury shouted to his troops. "The rest of you, spread out and search for survivors. Jacobs! You're in charge."

The indicated agent saluted and moved off to direct the search.

Spencer regained consciousness once more as they were loading him onto one of the choppers.

"Skye?" He inquired after looking around in bewilderment at the damaged landscape.

"What is it Spence?" She replied in concern.

"What happened to my van?"

**Chapter 4**

"Seriously, I think I'd remember ripping the door off my van. I mean, yes I was in a hurry, but that much of a hurry?" Spencer sounded skeptical. He wasn't suffering any memory loss he had just been preoccupied when he exited the vehicle.

"Spencer I was there. I saw it with my own two eyes. The major body work done to that van was definitely your handiwork." Skye told him in amused exasperation. She then let out a huge yawn. It had been a long day.

The chopper set down in a pine clearing somewhere in the Rocky Mountains. There were two SUV's waiting for them along with Captain Steve Rogers and Dr. Bruce Banner. A road, little more than a dirt track really, led off into the mountains.

"Everybody out!" Fury shouted. "We can't get where we're going by chopper. Pick a vehicle and pile in."

Spencer jumped out of the helicopter as if he hadn't just received a blow to the head from a weapon capable of destroying tanks. Apparently his ability to heal three times faster than an average person had been augmented too.

Each SUV held a maximum of seven passengers and there were a total of ten people exiting the aircraft. "Who's riding with who?" Asked Banner.

"Loki!" Skye exclaimed in excitement. Her anger at the Asgardian's earlier attack forgotten. Once again she was the ultimate fan girl.

Spencer sighed. "What is it exactly you see in him again Skye? He's a mass murderer and would be conqueror. He almost destroyed New York, admittedly not much of a loss but still. And he tried to turn the entire human race into mindless slaves."

"I know, I know it's just, well," She paused and took a deep breath. "He's so COOL!" She squealed in glee.

With that she ran off to follow Thor and Loki as they entered one of the SUV's. Spencer groaned and rubbed his face with both hands.

"Come on Spence." Mackenzie told him. "We can't leave her alone with that lunatic. She'll wind up helping take over the universe or something."

Spencer sighed and nodded before heading off to talk to Romanoff who was driving the vehicle .

"Well I'm not letting you out of my sight Dr. Arden. Consider me your adoring shadow." Barton whispered in Mac's ear.

Mackenzie blushed and looked deep into Barton's eyes. Reaching out she touched his mind once again and the two shared a quiet moment before she broke the connection, took his hand and started after Skye.

Spencer paused in his conversation with Romanoff to observe Mac and Hawkeye's exchange. His jaw clenched as he watched her take Barton's hand and walk toward the SUV.

"What is it?" Natasha asked him.

"Pardon?

"You look like someone just kicked you. You all right?"

Spencer took a deep breath then let out a self-deprecating laugh. Shaking his head he watched Barton help Mackenzie into the vehicle. With a half smile of regret he replied. "Yeah, just thinking about the way things change is all."

Romanoff gave him a quizzical look then shrugged. "Well come on, I'm driving." She told him. He nodded and got into the front passenger seat.

* * *

The first hour or so of the trip had consisted of silence broken only by the occasional, nearly silent, squeal of "Loki!" from Skye. She had chosen to sit in the very back on one side of her idol while Thor sat on his other side. Loki was not amused. That had been the first hour. The second consisted of Skye occasionally mumbling "Loki" as she slept and drooled on the Asgardian's arm. Loki was less amused.

Mackenzie and Barton where lost in each others minds. Their gaze rarely wavered from each other and their hands never unclasped. Spencer observed this silently. He had never seen Mac so happy. Turning away from the new couple, Spencer made a quiet promise to himself to stop anything that would undo that happiness.

Spencer let out a slightly bitter laugh. _Like I have any power or say in the matter anyway. _He thought with regret.

Turning to Romanoff he asked, "So where exactly are we going?"

"When we uncovered the artifact Dr. Arden's carrying we found an entire complex of buildings, almost a fortress. The place is practically impenetrable from any angle except the front door, if you want to call it that. It's buried under a mountain and the walls are made out some material that bears a striking resemblance to vibranium."

"Vibranium?" Spencer replied. "Isn't that what Captain Rogers' shield is made of?"

Mackenzie stopped gazing into the mind and heart of Agent Barton, her interest piqued. "I thought there was barely enough of that material to create the shield. How on Earth did they find enough to build a small fortress?" She asked.

"It isn't small." Natasha replied. "The entire thing covers over a mile. If I were to make a guess I'd say that either that temple or fortress or whatever it may be is the reason we found so little vibranium on Earth or…"

"Or?"

"Or it didn't come from Earth."

Spencer and Mac where quiet for a few moments thinking that one over.

"I think you're probably right." Mackenzie finally replied. "It would make sense that whoever placed the artifact here would want to protect it. Building a fortress out of vibranium would certainly do that."

Spencer nodded. "I only wonder why they left the front door open for just anybody to waltz in and take it." He said thoughtfully.

"Once you see the 'front door' so to speak, you'll probably understand better."

"Well then I certainly hope you don't get lost then mortal. I know how fragile your minds can be." Loki said from the back. He smiled contemptuously at the humans.

"I have no desire to bandy words with a murderer and failed conqueror, just be glad your brother took you away from Earth before we could dispense real Justice." Agent Romanoff replied in scorn.

"Peace!" Said Thor. "We fight against a common foe, let us not squabble amongst ourselves lest we give victory to our enemy." Spencer and Mac glared at Loki before grudgingly giving nods of assent.

Loki simply gave a smile of contempt before turning to look haughtily out the window. This effect was marred when the vehicle hit a sudden bump. Skye stirred and snuggled closer to Loki. "Yes I'll kneel to you lord Loki." She mumbled before letting out a 'snirk' and drifting back to sleep.

Thor smiled in amusement at Loki's obvious discomfort while Barton and Mac simply shook there heads. Spencer looked at the sleeping Skye and sighed again before turning to look back out the windshield.

They rounded a bend in the road and hit another bump. This time Skye actually took hold of Loki's arm and snuggled it like a Teddy Bear. "Of course I'll rule with you." She said sleepily before drifting deeper into sleep. She started snoring again.

Loki looked about ready to gnaw his own arm off to escape and Thor barely stifled a laugh. Spencer buried his face in his hands and shook his head. Mac and Barton were too lost in each other to notice. While Romanoff came close to losing control of the vehicle she was laughing so hard.

The vehicles finally came to a opening in the trees just large enough for them to park. A cave was revealed in the headlights. "Last stop, everybody out." Romanoff quipped.

"If your plan was to cower in some hole in the ground until the Shi'ar tire of searching, I must warn you they will tear your world apart and sift through the dust left over before they give up." Loki said in contempt.

"It isn't just some hole in the ground. It's a passage to the site's entrance. And it wasn't here two years ago. Something punched a shaft through a mile and a half of solid granite in less than two seconds." Romanoff said as she exited the vehicle.

"The Shi'ar?" Mackenzie asked.

She shook her head as the others got out and followed her. "Satellite images show the passage was punched from the inside out."

A very drowsy Skye exited the SUV, still clinging to Loki's arm. The being from Asgard looked around in a panic as he tried to desperately retrieve the appendage.

"I think you made a new friend brother." Thor said laughing.

Skye gave a huge yawn then looked up at Loki with a sleepy smile. The smile turned into a frown then with a 'yeck!" she pushed him away. "What the heck was I just doing?" She asked.

Loki looked as if he didn't know whether to be relieved or offended. As the rest of the group busted out in laughter he settled on offended. "If you pathetic mortals are done insulting your betters let's continue!" He snarled before moving into the entrance.

"This is their safe haven?" Stark was saying to Fury. "A cave? If I wanted to hide in a hole in the ground I would have gone to the basement of Stark Tower!"

* * *

The journey down the tunnel had been a long but not difficult one. The walls were smooth as glass and the slope was gentle. The shaft ended in a large, spherical room approximately thirty yards across with walls composed of what appeared to be marble but upon closer inspection was something else. A large archway carved with Phoenix symbols stood in the center of the room.

Captain Rogers, Director Fury, Dr. Banner, Stark, and Agent Romanoff were busy watching Loki with mixed amounts of suspicion. Skye was surreptitiously watching Loki also, though her glances were more like an adoring puppy. Mackenzie was busy examining the cavern walls while Hawkeye watched her. Spencer, his face a mask, watched Mac and Skye.

"When did you say this was carved?" Mackenzie asked.

"A little over two years ago." Dr. Banner replied. "A satellite detected a huge heat spike in the area. One moment there was a solid rock face and the next this tunnel."

"What date exactly?" Mac asked.

Banner quirked an eyebrow at Fury. "March second." Fury replied.

Mackenzie and Spencer shared a look then glanced at Skye who appeared worried. "That's the day we found our artifacts in Africa." Mac said.

"I doubt that's a coincidence." Fury said.

"Of course it isn't." Loki told them contemptuously. "Haven't your pathetic minds figured out yet that these three are linked to the Crystal. Why it would choose such weak and pathetic creatures as it's guardians is beyond me though."

"Says the guy who would be dead if not for big brother's intervention." Spencer shot back.

"And the one I left smoking in a hole not too long ago." Skye said sweetly.

"And yet here I am, proof of your failures." He said with another contemptuous smile.

"You want round two? I'll show you who's pathetic!" Spencer told him getting right in Loki's face.

"Spencer!" Mac reprimanded him. "Enough. We have bigger issues than how badly you beat the crap out of him."

Spencer smiled and turned away from the fuming Asgard.

"So how exactly do we get in?" Spencer asked Fury as Loki sputtered behind him. "I don't see a door."

"There's something that's been bothering me since we got here." Mac said before Fury could reply.

"What's that." Asked Captain Rogers.

"Where is the security? The researchers? This is one of the most important locations on the planet from everything you've said but you don't have anyone here."

"Secrecy is sometimes the best defense." Fury replied. He turned and walked under the archway, vanishing from sight halfway through.

"Holy crap what the heck was that!" Skye exclaimed.

Walking over to the archway, Spencer bent over and carefully examined the place Fury had disappeared. "It's an Einstein-Rosenberg bridge isn't it?" He asked.

"Give the man a cigar! Apparently his head has more than oatmeal in it after all!" Stark exclaimed.

"How is this possible?" Thor asked. "I thought only Asgard had this technology."

"You are very naïve brother. There are races far more advanced than yours in the universe." Loki replied.

"More advanced than ours. You are still my brother."

"Only be adoption, never by blood."

"Well enough of the touching family squabbles, let's get in there and see if we can find anything that might help us survive this new invasion." Stark said before stepping through.

The others quickly followed until Skye was left alone in the cavern. "I can't go through that!" She said in a panic. "Omagod! They left me! But…but…I can't! But they left me!" She started to hyperventilate until Spencer stepped back through the opening.

"Skye? Are you ok?"

She ran up and hugged him. "I can't do it Spence! What if that thing doesn't put me back together right?"

"It's ok." Spencer reassured her as he hugged her back. "Everything will be alright. We'll go through together. You'll be perfectly safe, I promise."

"I-I CAN'T!" She wailed.

Spencer sighed in fond exasperation. "How about I carry you. Will that work?" She nodded into his chest. "Ok. Here we go."

Picking her up as easily as an adult picks up a small kitten, Spencer stepped through the portal again.

* * *

"What the hell is going on here!" Fury screamed as Spencer stepped into the receiving chamber.

There were lights everywhere and a giant hologram of a mountainous area was displayed in the middle of the huge room.

"Ok take me back. I don't think I want to be here anymore!" Skye said.

"But I thought you didn't like going through the portal." Spencer replied as Fury and a researcher conversed.

"That was before we stepped through and I saw that!" She replied pointing to the giant projection.

The image had zoomed in and a creature moved through the forest. It appeared to be roughly the size of a small man, thin, with wiry muscles. It was covered in some kind of light altering clothes and moved in a slow stalk. Suddenly it blurred into motion, faster than any of the humans present could follow, and struck a deer. Vicious claws extended from the things fingers and it ripped the deer to shreds with horrible ease. It didn't appear to be eating the deer, so much as draining it's blood. The creatures mouth was filed with hideous fangs and it bore the stains of previous kills on its face and uniform. One second it was feeding on the remains of the deer then it was gone.

"I need answers people! What the hell was that? What is going on here?" Fury demanded.

"We don't know sir! All the dead equipment just went active when your group stepped through the portal. It has to be something you brought with you!"

"Something or someone." Loki said, looking pointedly at Mackenzie, Skye, and Spencer.

The hologram tracking device was struggling to keep up with the creature as it moved through the woods feeding on anything it came across. Words in a strange script flowed around the edges of the monitor.

"Dr. Arden, you're the expert on ancient ruins, can you read that?" Captain Rogers asked pointing to the words on the holographic image.

"It's not a language I'm familiar with, though the glyphs do look familiar. What about you Spence?" She said.

Spencer put Skye down and stepped toward the hologram for a better view. "I'm not a linguist Mac." He told her. "The only languages I'm familiar with are Greek and Heb…Holy Crap it's Hebrew!"

"Yeah, great, what does it say." Barton asked.

"It's a description of the creature being tracked. Speed. Strength. Intellect. Planet of…Planet of ORIGIN! This thing isn't from Earth!"

"Ok. So why is it tracking this thing? Does it keep tabs on all extraterrestrials?"

Spencer scanned the information. "This device keeps track of threats to this complex or the people in it. It has a range of…" He paused in shock. "It has a range of one hundred and fifty thousand light years! That can't be right. How can anything detect threats that small over those kinds of distances?"

"We have a similar ability on Asgard. Though not as extensive. Heimdall is in charge of it and I believe he could track something such as this across several of your light years." Thor told him.

"Really? Amazing! Do you use some kind of tachyons for detection purposes or gravitons? Or do you exploit the quantum interconnectivity of the universe?" Spencer asked eagerly.

"The creature Mr. Spencer. Can we get back to the task at hand?" Fury asked in exasperation.

"What? Oh right. Sorry." He turned back to his examination. "It seems to track any immediate threats to the bearers…no…GUARDIANS of the M'Kraan Crystal. It categorizes this thing as a…" He paused once more as he translated the text. "Class One: Highest Priority Threat." He watched as the creature seemed to vanish from one spot and reappear in a different one.

"Is it teleporting?" Asked Romanoff.

"No, I can see it move." Loki replied. "Though it's speed is amazing even to me."

Thor nodded agreement to his brothers statement. "It does indeed move with amazing speed and agility but I can track it."

"Does it say what that thing is?" Banner demanded.

Spencer read closely. "I think it says it is called a Jaflashine."

Loki sucked in a deep breath in shock.

"You've heard of it?" Mac asked.

Loki nodded. "During my…sojourn…among the Chitauri I learned of many other worlds and species. These Jaflashine are a kind of creature found on a world in the Shi'ar empire. A dark world with almost no sunlight. They are incredibly fast, as you can see, and strong. They can heal with unbelievable rapidity, so fast they are nearly unkillable, and they have a nearly insatiable thirst for blood. They are sentient, though not terribly bright, and occasionally offer one of their kind to the Shi'ar in exchange for trade goods. When the Shi'ar take them, they augment them with adamantium or vibranium skeletons and claws. They are used as scouts and assassins to track down things or people the Shi'ar want, dead in the case of the people."

"Could you and Thor handle this thing alone?" Fury asked.

"Certainly." Thor said.

"No." Loki replied at the same time.

Thor looked at him sharply. "Surely you jest brother! It is but one creature! It cannot best the both of us if we fight as one!"

"I doubt it could kill us, but in order to destroy it we would have to sacrifice half a continent. It moves faster than any vehicle these mortals have save perhaps Stark's suit. Are you willing to cause that much destruction?" Loki didn't seem offended at the suggestion merely curious and perhaps a little eager.

"…No. I will not destroy this world to save it."

"Then it seems we have a problem folks. If we can't fight it and we can't run from it what do we do?" Stark asked.

The silence lasted for almost a minute before Mackenzie sighed and offered her suggestion. "We've been running from this for too long. Skye, Spencer, I think it's time to face what we were obviously chosen for, we have to accept our roles as the Crystals guardians."

Taking the box containing the crystal Mac looked around until she noticed a pedestal made out of some strange crystal like material. She carried the box over and set it on the ground. Reaching into what was left of her backpack she took out the tongs and gloves she used to take the artifact from it's original container. After putting the gloves on she opened the box.

Immediately the entire complex was filled with a warm, soothing light. Like a fire on a cold day. It saturated everyone and gave a sense of boundless peace and comfort. Reaching into the box, Mac used the tongs to place the Crystal on the pedestal. The object sank about halfway into the material it was set upon then began glowing a fiery red color. The feeling of peace and comfort intensified. Even Loki was mesmerized by the emanating light and stood staring at the artifact, mouth open in amazement.

"Okay, let's do this." Mackenzie said, bracing herself she reached out toward the crystal.

"Wait!" Spencer shouted. "Let me go first! I don't want to risk anything happening to you."

Mac shook her head. "You're the one who suffers from whatever these things have done to us, I think Skye and I should go first, if we turn out all right then you can give it a try."

"But…"

"She's right Spence." Skye said quietly. "You've already suffered so much. Let us take the risk, if there is any."

He began to argue some more but the looks on Skye and Mackenzie's faces dissuaded him. With a sigh he nodded his agreement.

Skye smiled and walked over to join Mac. "You sure this is a good idea Mac?" She asked nervously. "I mean last time this thing DID nearly cause me to go nuclear."

"It'll be alright. I don't know why but I'm sure that here, in this place, we'll get what we need."

Skye nodded. "Ok. Then let's do this together."

"I'm not sure I can agree with this." Fury said. "If that thing is as dangerous as you seem to think I'm not sure I want ANYONE touching it!"

"I don't think we have a choice sir." Hawkeye told him. "I certainly don't want anything to happen to Dr. Arden but if this is the only chance we have to keep that thing out of the hands of these Shi'ar I think we have to take it."

Fury paced back and forth for a few seconds then with let out a growl of frustration. "You're right. We DON'T have much of a choice. Do what you have to."

Mac and Skye nodded. "Ok Skye, on three. One, two, three…" In unison they reached out and touched the M'kraan Crystal for the first time. The world faded to white and they felt their very essences absorbed into the Crystal.

_**"Welcome My Children."**_

* * *

Skye and Mackenzie found themselves surrounded by brilliant white light. It wasn't blinding but they couldn't see beyond a dozen feet in any direction. The light obscured everything, and they knew the space they were in was gigantic, possibly infinite. Yet the radiance covered it like a fog, perhaps to protect their minds from a glimpse of eternity.

_**"I have waited so long for this moment."**_ A voice said. It wasn't just physical or mental, it penetrated into the very heart of their beings. _**"The time has come for you to begin the journey. The fulfillment of your destiny."**_

"Who…WHAT are you?" Mac asked in a quavering voice.

_**"I am the caretaker of existence. She who watches over all the Multi-verse trimming away the dead and decaying, encouraging the growth of life, sentience, and knowledge. Created by the ONE ABOVE ALL to nurture His children on all worlds and across all realities. I am the Phoenix Force, guardian of the M'Kraan Crystal."**_

"The One Above All? Do you mean GOD!" Skye asked in shock.

_**"That…is one way to describe Him."** _The voice sounded amused. _**"He certainly has all the attributes of the being you call God."**_

"So there is a seed of truth in all religions?"

_**"Depending on the beliefs it can be the tiniest of seeds or much, much more."**_

"But which one!" Mac asked in excitement.

_**"You already know the answer."**_

"Does…does that make you some kind of…of an angel?" Skye asked.

_**"An angel?"**_ The voice said then laughed merrily. _**"That…is one way to describe me."**_

"Does…" Mac gulped and took a deep breath. "Does that mean we're dead? Is this Heaven?"

A glowing woman stepped out of the obscuring light. She appeared to be both the source and the creation of the light. She was beautiful beyond belief but her features were impossible to make out. When she spoke they realized that this was a manifestation of the Phoenix.

_**"No child. This is but the door, the place of transition from the realm of matter to the realm of spirit. Here I determine whether to send those who stand in the crossroads back to finish the tasks they are given in life or on to their reward. Good or bad."**_

"So…we are on the verge of death? Are you going to send us back? Or on to our rewards." Mac asked.

_**"You are different. The two of you came not through the door of Death but through the opening found in the Crystal. You need the hidden depths of your power opened up so you may face the villain who seeks to destroy all that is. I cannot open your abilities to the fullest extent, you must grow into that, but I can and will grant you a boost on the road to what you were born to be. This is the only way you can defeat the one who seeks to use the Crystal for such an evil purpose."**_

"Wait. Why do we have to face this thing? I thought you said you were the Crystal's guardian!" Skye exclaimed.

_**"This one enemy I am forbidden from confronting face-to-face. Fear not. You will not fight alone and you will have all the strength necessary to achieve victory, though you will face sorrow before the end."**_

"So we WILL win?" Asked Mackenzie.

_**"I…do not know for sure. I can see much, but only the ONE ABOVE ALL sees everything. I only know you will have the strength you need to cast the results into perfect balance. A single breath may determine the outcome one way or the other. It is all I can give you."**_

Stepping close to Skye and Mac the Phoenix force stretched out her hands and placed one upon each of the women's head. They felt barriers they had not even been aware they possessed dropping, and power unlike anything they had tasted before flowed into them. Their eyes glowed with the strength that surged through them.

_**"Now go back. Know that I will be watching you my children."**_

* * *

Mackenzie felt herself return to her body. The strength she had gained from the Phoenix suffused every fiber of her being. It felt like she had but to concentrate and she would be able to learn all that was in the mind of every creature in existence. Looking around she noticed something strange, it was like everyone in the room was moving through molasses. She took a step away from the pedestal with the crystal and noticed only Thor, Loki, and, oddly enough, Spencer's eyes were tracking her.

"What is going on here?" She asked.

"How are you moving so fast?" Spencer asked in an incredibly slow and drawn out voice.

With a start, Mac realized she wasn't moving any faster than normal but was actually distorting _time_! "I…I don't know!" She said in shock. Closing her eyes she willed everything to return to a normal pace. When she opened them it appeared as though everyone was once again moving at their regular speeds.

"Well at least ONE person got a major upgrade!" Loki said. Everyone turned to look at Skye.

"Anything new from the human cigarette lighter?" Stark quipped. Suddenly Stark's entire expression changed and a look of terror crossed his face. With a yelp he dropped to the floor and curled up in the fetal position crying for his mommy. Just as quickly the feeling of terror and helplessness left him to be replaced by one of calm equanimity.

"You could say that." Skye replied with a smirk.

"I'd appreciate you not doing that again." Stark said nervously.

"How long were we out?" Asked Mac. "It felt like almost an hour."

Everyone looked surprised then Barton said. "You touched the crystal, stood there for maybe five seconds, then started moving again."

"That's impossible! It had to be at least half an hour!" Skye exclaimed.

"Well this little conversation is quite fascinating but I think we have one more person in the group who still needs to be buffed up." Loki commented snidely.

Spencer glared at Loki then sighed and nodded. "Guess he's right. Here goes nothing." He walked across the room, hesitated for a second then reached out and placed his hand on the crystal. Nothing happened for a moment then he was drawn into the gem in the same manner Skye and Mackenzie had been.

_**"Welcome Usurper."**_

In the temple, those gathered watched Spencer stand perfectly still for several seconds before letting out a silent scream of pure agony. He was shot across the room to impact the far wall hard enough to dent the nearly unbreakable metal.

**Chapter 5**

Spencer came to slowly, he felt like every single nerve cell in his entire body had been bathed in acid then set on fire. It was a familiar sensation though it had been several months since it had been this bad. He remembered everything that…BEING had said to him, and it terrified him more than anything he had ever heard. He let out a sigh and opened his eyes. His head was being cradled in Skye's lap and Mackenzie knelt next to him with some strange handheld device, running back and forth over him.

"He's alive!" Skye said in obvious relief. "Thank God." There were tears in her eyes.

"Welcome…" Mackenzie cleared her throat, as some emotion almost overcame her self control. "Welcome back Spence. Seems you had a rougher time of it than we did."

"Nothing I haven't been through before." He croaked. "Though if I knew that all I had to do to receive this kind of treatment from the two of you was nearly die, I'd have taken up a sport, say, skydiving…without the parachute." He grinned up at Skye.

Skye laughed, looked up at Mackenzie and said, "Well he's back." Then she pushed his head off her lap onto the floor. Mac shook her head in amusement.

"And now the moment is over." Spencer said ruefully.

"Well now that this…sickeningly tender moment is over, perhaps we can return to something actually important." Loki sneered.

Mackenzie glared up at the Asgardian. "Just because you are a soulless sociopath with a VASTLY over inflated sense of your own miniscule worth doesn't mean the rest of us have to put up with your utter stupidity." She rejoined.

Loki walked over to stare down at the three friends. "This creature is worthless to us now. Whatever that Crystal did to him made him a pathetic, mewling shadow of a real asset, though he was barely ever that. We should discard him as the useless burden he now is." With that he kicked Spencer as hard as he could in the kidney.

Before anyone else could react, Loki was shoved up to the ceiling with tremendous force. His breath exploded from him in a gasp and he hung, pinned to the ceiling. His face contorted in agony as every fiber of his being felt like it was being torn apart one cell at a time.

"You shouldn't anger your betters." Mackenzie replied without turning to look at him. She waited a few more seconds then let his limp body come crashing back down to the floor where he lay gasping.

"How dare you assault me you miserable…" Loki began only to be cut off by a renewed surge of agony. It was so intense his vision turned white and he was unable to move or even scream.

Skye ran over to where Spencer had flown after the terrific force of the kick but he was already on his feet his fists clenched in anger. The kick had barely registered and now he was ready for some payback.

"Perhaps you need to learn how to remain silent around us Loki. Especially when we can all kick your butt!" Skye said in amusement as she observed Mac's display of power and Spencer's newfound durability.

Mac relented and Loki flopped bonelessly on the floor. Turning her back on the writhing Asgardian she resumed her examination of Spencer who had stopped his advance to admire Mackenzie's handiwork.

"What is that thing Mac?" Spencer asked ignoring the still writhing Loki.

"A medical scanner I think. Or maybe an excavation tool that uses deep scan radar…or some kind of can opener for all I know. I didn't ask about the details. Director Fury was kind enough to have his researchers bring it to me."

"Wouldn't it have been better to have one of them use it since they have all the experience with this equipment?" Spencer asked.

"It would if this was a piece of their equipment but they found it in this temple. It only seems to work for myself or Skye, and probably you. It's giving a detailed reading of your entire body, right down to the quantum level! Amazing."

"I thought everything here was in Hebrew. How are you reading that thing?" Hawkeye asked.

"I…just concentrated and the language changed to one I could understand." Mac said in some confusion. "I don't know whether it is just an aspect of this place or…or something new in me."

Barton took her in his arms and just held her for a few moments. Spencer sat back down on the floor sighing as he once more witnessed the incredible connection the two of them shared. Remembering what he had learned in the Crystal he whispered to himself, almost like a mantra to push aside some hidden pain, "Some things are worth any sacrifice."

"What did you say Spence?" Skye asked him.

"Nothing. Just talking to myself. So what did the scanner thing tell you?" He asked Mac.

Mackenzie took a deep breath then pushed Barton away with a smile of thanks. She then ran the scanner over Spencer once again.

"Your entire body, is acting like carbon fulerene. There are, fibers, throughout your muscles and nerves that seem to be doing the work instead of your normal tissue I think they may actually BE carbon nanotubes. Your bones seem to be composed of what looks like a kind of hyper dense carbon fulerene. But…this doesn't make any sense!" She exclaimed.

"What doesn't make any sense?" Captain Rogers asked.

"He shouldn't be THIS strong, fast, or durable! Unless…" She studied the device intently for several seconds.

"Unless what?" Demanded Romanoff.

"What? Oh! Unless the molecular bonds of the carbon have been strengthened beyond what should be possible based on our laws of physics. I just don't understand how…"

"May I?" Spencer asked.

Shrugging, Mackenzie handed him the device. Spencer peered at the screen, it had shifted back to Hebrew. He tried concentrating but nothing happened. Apparently he wasn't one of the people who could utilize the device in such a way that it would translate itself for him. _But you already suspected that didn't you Spencer._

He spent a few moments studying the data the device was giving him then pointed to a portion of the screen. "I think what you're looking for is here." He told Mac. She came over beside him and examined the information.

"I see…apparently not only have you been laced with fulerene tubes but you've also been altered on the quantum level. You really ARE violating the laws of physics, and somehow NOT violating them at the same time. Amazing. I would bet that the same thing is happening with me and Skye."

"What does that actually mean for those of us who don't speak egghead?" Skye asked.

Before Mac or Spencer could respond Banner spoke up, "It means that you and your friends are violating the laws of physics on a macro level by altering those laws on a micro, in this case quantum, level."

Skye, Barton, Thor, and Captain Rogers just gave him blank stares. Fury and Natasha seemed confused but nodded.

"Your cheating on a big scale by changing the rules on a little one." Stark told them.

"Ok. I get it. I think." Skye replied.

"Well anyway, you appear to be perfectly fine. Though I don't want to know how much that probably hurts." Mackenzie told Spencer.

"I'm fine Mac. Just another day same as any other." He replied with a smile. She looked at him quizzically and he felt a probe at his mind, which surprised him since this was the first time he had ever felt his mental defenses even touched. When the probe couldn't find a way in the feeling desisted.

"If you say so." She said with a frown.

Loki was finally getting back to his feet, an amazing feat considering the kind of damage done to him, and the glare of pure hatred he leveled at Spencer would have sent shivers down his spine if he had seen it.

"Now that the human buckyball is all patched up could we finally get back to finding a way of dealing with that thing?" Stark demanded pointing to the hologram where the Jaflashine was now in a familiar looking section of woods.

"It's getting closer to the entrance." Spencer remarked. The creature vanished from spot and reappeared in another. "And it seems to be slowing down, I just saw it move. Still a blur though." He noticed everyone was staring at him. "What?"

"It isn't moving any slower than before Spence. We still can't see it." Mackenzie told him. "It hasn't slowed down, you're tracking it faster."

Spencer blinked and looked back at the hologram. "That would explain why everyone seems to be moving so slowly."

"Wonderful. It appears the only one who has any useful improvements is the most worthless of you mortals." Loki snarled. Spencer's punch caught him square in the gut and sent him flying the entire length of the room.

"How did you move so fast! That had to be way over seventy miles an hour!" Skye shouted in shock.

"I don't know. And that punch shouldn't have sent him flying like that, I pulled it." Spencer looked at his fists. "What the hell is happening to me?"

"I really hate this planet." Loki moaned.

Stark, who had been clipped by Loki as he flew by was lying flat on his back, also across the room. "I think I'm starting to agree with you." He told Loki.

* * *

"Stark! You sure your feeling up to this?" Rogers asked as they prepared an ambush for the approaching Jaflashine.

"Yeah, I'm fine. He just clipped me. Just give me a second to get into my armor." He pulled out a small remote and pushed a button on it. "Suit me up Jarvis."

"Uh…Tony. You may want me to debug your systems before we do this." Spencer said to him diffidently.

"What the hell are you talking about Bucky Boy?"

"I, KINDA made some changes to your entire computer network…including Jarvis. It was before this whole mess blew up in our faces. It COULD have an adverse effect on your performance."

"Well anything you did I'm sure my security system handled it. It isn't like you could have caused anything permanent to a network I created. Come on Jarvis let's get this show on the road."

"On my way baby." A sultry feminine voice replied out of the link.

"Whatever you say Stark. Don't tell anyone I didn't warn you."

"What's wrong with your voice modulator Jarvis?"

"I'm just letting the real me shine through honey." The voice said before a suit shot out of the sky and engulfed Stark. "I just love it when we're close like this baby. It feels so intimate."

"Oh dear God Spence. You didn't." Mac said shaking her head.

Spencer shrugged helplessly while Skye shook with uncontrollable laughter. "I tried to warn him." Spencer told them.

"What the hell did you do to Jarvis you carbonated freak show!"

"Jarvis? Who's this Jarvis character? You been cheating on me with another program? I knew I should have listened to my Momma when she told me not to get involved with slick pretty playboys!"

"Spencer. Tell me right now how badly you've screwed with my systems or so help me!"

"It shouldn't affect your combat abilities, though it MIGHT cause a little bit of a distraction." Spencer said sheepishly.

"Great, stuck in a fight with the ghosts of every ex-girlfriend I've ever had harping over my shoulders. Thanks."

"Ex-girlfriend? Your LEAVING me! You can't leave me! We belong together! I'm not ever letting you go! It's til death do us part lover! After this we should hit a chapel in Vegas!"

Stark shot off into the sky with the voice of the new and improved Jarvis shouting at him. The tirade faded into the distance.

"That is probably the most awesome thing I have ever witnessed." Captain Rogers said.

Skye was clutching her sides and tears were rolling down her face she was laughing so hard. "Omagod! Omagod! Can't…stop! That was the funniest thing I've ever seen!"

Skye's laughter finally leveled out to the occasional twitter. She looked over at Natasha Romanoff who had been laughing almost as hard. Their eyes met and suddenly they both burst out laughing all over again.

* * *

The ambush was prepared in a deep mountain ravine an hour before midnight. Spencer, Banner, and Loki waited at the ravines bottom while the rest of the group waited along the canyon's high walls.

"What's the strategy here Captain?" Fury asked.

"We wait for Thor and Stark to lead the creature here. Then we activate the device Spencer, Dr. Arden, and Stark came up with and hope it blocks any signal the thing might send out while our melee fighters take it down. Dr. Arden will attempt to use her ability to slow time around it and only it. Those of us up here on the cliff will hit it with whatever ranged attacks we can. Watch out for friendly fire. I don't think we have any weapons capable of hurting our guys, except possibly Stark, but any stray shots might take them out long enough for the Jaflashine to capitalize."

"Sounds like a good plan. Let's hope it works." Hawkeye said.

"No plan survives contact with the enemy." Rogers replied absently.

"Let's just hope WE survive contact with the enemy." Mac said acerbically.

Several tense minutes later, Iron Man flashed back over the tree line and came to a landing in the ravine. His armor showed several dents and even a couple of rips where the Jaflashine's claws had cut through the titanium with ease.

"You alright Tony?" Banner asked him.

"Yeah, just a few bumps and bruises. That thing is just as fast in person, and it can jump. REALLY jump."

"You might want to attack from the sky. If that thing can cut through your armor so easily I don't think you'll last long on the ground." Spencer told him.

"No, I need to get back there and help Thor. I'm not sure even he can take what that thing is dishing out."

"Your not taking me back there! That creature isn't going to mar my perfect figure any more than it already has!" Shouted the modified Jarvis program. "How can I keep your love when I'm so scarred and deformed!" The AI sobbed.

"Look! I'm not going to run out on a team mate!"

"And why not! You tried to run out on me! Don't think I don't know about your little 'debug' program! Well I'm not ever giving up MY man! You hear me!"

"Can you just shut up and start running the self-repair systems." Stark asked wearily.

"Oh like I need you to tell me what to do. I DID THAT ALREADY!" The A.I. responded in a shrill shriek. "Why can't you just accept that I know what I'm doing? Do you think I'm stupid? What is the matter with you! I DESERVE your appreciation! I DESERVE your RESPECT! After all I do all the work and you just take the credit!"

"God I want the old Jarvis back."

"WHAT!? YOU THINK YOU CAN JUST DUMP ME FOR YOUR PREVIOUS FLOOZY?! I DON'T THINK SO! YOU ARROGANT, SELF-CENTERED PIG! WHY I…" The AI continued to berate Stark in an ever more shrill voice.

"I hate you…SO much right now." Stark told Spencer.

Those on the cliffs above shook with laughter as the program, thinking the comment was directed at it, started shrieking at Stark while sobbing uncontrollably.

With a roar of thunder, Thor slammed into the ground in the middle of the canyon floor. He was bleeding from a handful of shallow cuts on his face and forearms but largely unhurt.

"It's coming!" Thor shouted.

The creature blurred into the ravine and came to a stop so it could examine those arrayed against it. A second later a deafening sonic boom swept into the canyon knocking Stark and Banner flat and leaving the other fighters reeling. Mackenzie closed her eyes and concentrated hard, narrowing the time dilation effect to only one creature was one of the hardest things she had ever done, but once it came into play she found it relatively easy.

The Jaflashine let out a terrifying shriek and charged. It was still a blur of movement but thanks to Mac even the normal humans on the cliff could see it move now. It struck at Banner first, he was still trying to get back to his feet when the thing hit him, sinking it's fangs into the dazed scientists neck. Banner let out a cry of agony and then the metamorphosis hit him. Within seconds he had transformed into the massive powerhouse figure of the Hulk.

The creature released Banner before the transformation was complete. It appeared to be gagging on whatever the Doctor's blood became when he changed. It stood their spitting and retching long enough for Thor's hammer to catch it squarely in the left shoulder. The adamantium reinforced skeleton prevented the things bones from breaking but the flesh around them was pulverized. The creature flew into cliff side with incredible force shattering the rock face.

Silence descended on the battlefield. "Is it over already?" Skye asked.

The Jaflashine stepped out of the rubble letting out a cry of rage. It's destroyed flesh and arm healing visibly as the ambushers watched.

"Apparently not." Hawkeye said. He sent an arrow into the things left eye. It screamed in agony again and began to pull the projectile out of its face but Hulk got there first.

The enraged Hulk brought blow after earth shattering blow down on the creature. The Jaflashine dodged many of them but too many connected and it was battered to the ground. With shrieks of fury, the thing's claws blurred out in counter attacks, shredding Hulks forearms. The wounds on the Jaflashine healed almost as fast as they were delivered. Hulks cuts also healed visibly, though slower than those of the beast it fought. With a roar, Hulk snagged the creature by its leg and hurled it into the cliff on the opposite side of the canyon.

The entire face of the cliff crumbled and started to collapse. Nick Fury and Natasha, who were on that side of the ravine, barely scrambled onto a stable section before the whole thing came crashing down on the Jaflashine's head.

"What was that about those of us up TOP checking our aim to avoid friendly fire?" Fury shouted.

Loki, the nearest of the ground combatants to where the creature landed, attacked the thing as it clawed its way out of the rubble pile. He had armed himself with some sort of sword and swung a devastating overhand blow, catching the Jaflashine on the crown of the head. The sword deflected off the underlying adamantium and skidded down the side of the creature's face carving away most of the flesh.

With a cry of pain the thing burst out of the dirt and rocks, charging Loki. The Asgard parried the first attack and swung a horizontal blow toward the creature's neck. It blocked the strike, suffering a cut all the way to the bone in the process. Both the wound to the face and the cut on it's forearm were already healing when it closed to grappling range. The two struggled for a second before the creature gained the upper hand and buried it's fangs in Loki's throat.

"Loki!" Skye shouted from the cliff tops and began to jump down to the wounded Asgard's aid.

"No!" Mackenzie shouted and tackled her friend before she could get to the cliffs edge. The move to save Skye broke Mac's concentration dropping the time dilation effect on the Jaflashine.

Sensing a change, the creature dropped the severely wounded, but still alive Asgard and flashed away from the fight.

Spencer, who had been on the way to assist, caught Loki before he hit the ground. The wound in the Asgardian's throat was horrendous but his superhuman healing ability had already stopped the flow of blood.

"That could have gone better." Spencer said. "At least we scared it of…" The Jaflashine hit him at mach two, blasting both of them through the pile of rubble and causing more of the cliff face to collapse on top of them.

"Spencer!" Mac shouted and it was Hawkeye's turn to stop both women from jumping off the cliff to aid their friend.

The ground rumbled and more rock fell off the side of the ravine. Spencer and the Jaflashine burst out of the rockslide in a blur of fists and claws. It was apparent that neither one could cause any permanent damage to the other as the wounds on the Jaflashine closed faster than they were caused and Spencer appeared nearly invulnerable.

Suddenly Spencer shoved his hands out in front of him, directly in the creatures face. A blast of electricity burst from his fingers and hurled the thing across the canyon into the far cliff and pinned it there for several seconds before flickering to a stop.

Spencer went to one knee in exhaustion. He stared at his hands in surprise as some residual static electricity ran along his fingers. "What the hell was that?" He asked in confusion.

Meanwhile Thor and Iron Man were busy raining blow after blow down on the stunned creature. It seemed like the fight might finally be over when the Hulk bowled Thor out of the way to vent his rage on the downed creature. Iron Man couldn't get a clear shot because of Banner's huge mass. The slight delay between attacks was enough for the Jaflashine to regain its equilibrium and streak out of the way.

"This isn't working!" Fury shouted into his comm. "We can't do any permanent damage to that thing and it will eventually wear us down! Even Thor is beginning to get winded!"

Captain Rogers observed the continuing battle for a few more seconds then came to a decision. "Dr. Arden! Hit it with a psychic blast! If we can't get through its physical defenses, maybe we can break its mental ones!"

Mackenzie nodded, took a deep breath to gather her strength, then hit the creature with a powerful telepathic assault. It did not have the desired effect.

The creature went berserk. Slashing, clawing, and biting with insane ferocity. It flashed from person to person gouging and clawing with screams of madness echoing off the ravine's walls. She tried to lock it down telekinetically but it was vibrating so fast she couldn't get a hold of it.

Mackenzie reeled back from the monstrosity she had unleashed in horror. But in the brief moment before the things mind snapped like a dry twig under her attack she had sensed a weakness. Something it feared more than anything else, something that might even be able to break through its madness.

"Light." She whispered. Then she shouted at Skye. "It comes from a world of utter darkness! Light up the sky! Hit it with everything you've got!"

Skye stared at her in confusion for a moment then understanding dawned. "You got it Mac!" With a blast of fire Skye shot into the air and hovered over the canyon. "You hate light you evil bastard! Well let's see how you like THIS!"

The brilliance that emanated from Skye put the radiance of the morning sun to shame. The creature shrieked in terror as the light penetrated past it's madness and it moved to escape. The light seemed to sap it's strength and it's speed was vastly reduced.

"Thor!" Mackenzie shouted down to the Asgardian. "Light Skye up! She needs more juice, hit her with everything you've got!"

Thor looked up in confusion then remembered Skye's ability to absorb energy. Raising Mjolnir skyward he pulsed out a forked mass of energy that arced around Skye before being drawn into her.

With a shout of exultation, Skye fed off the lightning and her illumination suddenly out shone the noon day sun. With a cry of utter despair the Jaflashine collapsed writhing on the ground. It tried to crawl away but couldn't move for the pain the searing light was causing it.

With a shout, Skye sent a furnace blast of flame down upon the creature, hotter than the surface of the sun, that consumed everything but the adamantium skeleton.

The light faded back to the normal as Skye descended to the canyon's floor. She landed beside Loki and went to her knees before throwing herself on his limp form. Her entire body began to glow again, this time with a warm light that brought peace and comfort. The horrific wounds on Loki's neck and arms bubbled and closed leaving no sign that they had ever been there. As she sat up Loki opened his eyes and saw this beautiful creature, clothed in a radiant light, sitting over him.

"My Valkyrie." He muttered, then closed his eyes again.

Skye started to panic, thinking he had died, until she noticed he was breathing and relaxed.

"Alright guys! Way to go. Victory party at my house. Everyone but Loki's invited." Stark said as he came to a landing.

"See that's affection! Why can't you show me that kind of consideration? Used to be you couldn't keep your hands off me, and now all you care about is new suits, better suits! What happened to our love!" Stark's AI wailed.

"Guys we have a bigger problem." Fury called. "The jamming equipment we had set up was on the section of the cliff that was pulverized. It's been trashed and I'm not sure if that thing got off a signal before we took it down."

"We need to clear out of here now!" Hawkeye yelled. "Retreat back to the…"

With a tremendous explosion of displaced air, five Shi'ar ships burst into existence above the ravine. The vessels were massive, each one nearly three football fields in length and half that wide.

Stark leapt back into the sky and shot toward one of the vessels, blasts from his repulsors and wrist lasers harmlessly absorbed by the ships shields. He was rocketing around for another attack when the ship's close in defenses knocked him out of the air. The blast caused tremendous damage to his suit and sent him careening into the forest's canopy over a mile from the group's position.

A blast of lightning from Thor had a similar effect to Stark's lasers, but when he hurled the war hammer, it tore through one ship's shields like tissue, ripping completely through the vessel.

As their sister ship crashed down in the nearby forest, the four remaining vessels rained fire down on Thor's position. Thor survived the attacks unharmed but the sheer volume of fire kept him pinned to the earth.

"Skye! We have to take those things out!" Mackenzie shouted.

Skye just looked up at the massive vessels. "I don't know if we can Mac!

"Trust me! Hit the closest one with all you have!"

Looking skeptical, Skye burst into flame and sent a gout of plasma directly at the nearest ship. The wide blast of fire was caught by Mackenzie about five feet from Skye's head and focused into a beam less than an inch across. The ship's shields glowed bright white but held. Answering fire flicked from the ships to strike at Skye's position and Mac threw up a telekinetic shield that deflected the fire away. Skye continued to pour on the power and the Shi'ar vessel's defenses weakened but held as her energy began to lag.

"I don't have enough strength Mac!" She cried.

Spencer got to his feet swaying back and forth. He stumbled two steps toward Skye, took a deep breath and lifted his hands. A blast of lightning burst from his fingers and struck Skye square in the chest. She sucked up the power like a sponge and her plasma lance went from a dull red to bright white. The Shi'ar's shields collapsed and Skye's fire cut the ship in half from stem to stern. Spencer swayed then collapsed.

She must have hit something critical because the entire ship exploded. Mackenzie caught most of the blast and channeled it into herself and Skye, the rest she deflected upward into the other Shi'ar vessel's.

The remaining ships shrugged off the blast from their destroyed sister but their captains had seen enough. They pointed their noses toward space and boosted for safety. "You're not getting away." Mac muttered. She reached out to two of the larger chunks of starship raining down around the valley and snagged them with her telekinesis. With a grunt of effort she then hurled the massive, multi-ton pieces of debris after the fleeing ships. The chunks crashed through two of the remaining three vessel's shields and tore into their hulls hitting critical systems and causing them both to erupt in violent explosions.

Thor, finally able to regain his footing, recovered Mjolnir just in time to send it hurling after the last fleeing ship. Before the blurring hammer could strike the last vessel it engaged it's hyperspace engines and vanished from sight.

While the ships were busy fleeing and everyone was distracted by the battle raging in the sky, Loki climbed to his feet and staggered to where Spencer lay. Pulling a device he had swiped from the Jaflashine during the earlier battle off his belt he reached down and picked the stunned and exhausted man off the ground. He then attached the device to Spencer's chest.

"You continually mock your better and think you can escape my wrath? Your end is now fool!" With that he activated the device and hurled Spencer across the canyon. Hulk saw him flying and snagged him out of the air right before a portal opened and sucked both Spencer and Banner through.

**Chapter 6**

"Okay Thor, we need you to go find Stark." Captain Rogers said. "His communicator is still functioning and I can hear breathing but he won't respond and is probably unconscious and injured." Thor nodded, swung Mjolnir around and launched into the air. "Skye, check everyone for injuries, with all the adrenaline pumping we may have overlooked something, and be ready to heal Tony when he gets back. Dr. Arden, scan as far out as you can, look for Dr. Banner, there's no telling how far the Hulk will go chasing someone down. Oh! and make sure the Shi'ar, or some other enemy, isn't approaching. Everyone else, fan out and start digging through this rubble, Spencer was probably buried during the last attack and we need to find him fast! We have no idea how long he can survive without oxygen."

The group spread out and started digging while Skye went from person to person healing minor injuries. This continued for several minutes until Mackenzie stiffened in shock. "I can't find them." She murmured.

"What was that Mackenzie?" Barton asked her.

"I said I can't find them. Spencer and Dr. Banner are just…gone."

"You mean they aren't in this area? Where could they have gone so quickly?"

"No, they aren't on the planet. I've searched every section for the unique 'taste' of Banner's dual mind. There isn't anything! I feel a faint echo so I know he isn't dead but he sure isn't on Earth!" She paused and concentrated. "Spencer's the same, ever since my power was boosted again I've been able to sense him, still can't penetrate his defenses, but I know he's there! But I can't find him!"

"Are you sure they aren't dead? Maybe the Shi'ar had some weapon capable of killing them?" Natasha asked.

"No they're still alive, I can still sense them faintly. But it's different, like before my strength was increased, when people were at the very edges of my range and I could tell they were still somewhere but couldn't pinpoint exactly where!"

"Just how far IS your range now Dr. Arden?" Fury asked.

Closing her eyes Mackenzie concentrated. "I can easily sense the entire population of this planet. There are…twelve, Shi'ar warships hidden in the asteroid belt…along with several research stations…not all of them of Shi'ar origin." She was silent for a moment. "I can push out further…why is the sun orange?" Her eyes flew open. "That's another solar system!"

She was getting looks that ranged from amazement to horror. "What the hell ARE you?" Romanoff asked.

"I…I don't know!" Mackenzie wailed. Hawkeye walked over and put his arm around her.

"Well isn't this touching. Why don't we all wallow in misery until the Shi'ar return to take the Crystal and destroy us all." Loki sneered. "We're better off without the two freaks anyway."

Skye walked over to Loki and punched him in the arm. "Don't talk about my friend like that!" She shouted at him.

Loki merely smiled contemptuously. Mac meanwhile was staring at the Asgardian in perplexity. Then her eyes widened in shock. "You know something!"

Loki just raised an eyebrow in contempt. "You are deranged mortal."

"I can see into your slimy, vicious little mind. All your dark secrets are there for my viewing, pressing for that information might take effort on my part but I doubt there would be much left of your mind.." Mackenzie hissed. "What did you do to my friend?

The quiet, implacable menace in her voice wiped the look of contempt off Loki's face to be replaced with one of fear. With a speed that would have impressed even Spencer, he whipped his sword from its sheathe and snagged Skye, dragging her in front of him, the blade digging into her throat. "Would you test the speed of your mind to the speed of my reflexes? The slightest inkling that you are gearing for an attack and you get to watch your friend die."

Skye tensed up and the sword dug even deeper into her neck, drawing a line of blood. "If I feel the temperature rise, if your hair starts to change colors, if you try anything! You will get the honor of watching your body pass by your eyes as your head falls to the ground." Loki hissed in her ear.

"Omagod! Omagod! I don't want to die. Omagod! Omagod!"

Hawkeye had his bow drawn and leveled while Fury, Black Widow, and Captain Rogers had pistols drawn and aimed. "She will be dead before the projectiles leave your weapons."

Loki smiled at Hawkeye. "You know this is true."

Barton took several deep breaths, the bow never wavering, then slowly lowered the weapon and dropped it to the ground. The others followed suit with equal reluctance.

"Very good. Apparently you can teach some animals wisdom."

"Is…is that really how you see us? Animals to control or use then discard when you are finished?" Skye asked.

"Fractious animals that need proper discipline." Loki told her. Skye appeared devastated by his response and tears began to leak from the corners of her eyes.

"What did you do with my friend?" Mackenzie asked desperately.

"I sent him to face his enemies. The Jaflashine scouts always have an emergency escape device on them. They are rare and valuable creatures after all. I appropriated one from our departed foe and used it on Spencer. That Banner was caught in the transportation field was just a happy bonus. A most elegant revenge don't you think?"

Mackenzie took a few steps back, her face pale, and sat down on the ground abruptly. "Why? Why would you do such a thing?"

"You pathetic mortals mocked your better and I delivered my vengeance. That is reason enough."

"But we needed everybody if we were to have a chance of defeating the Shi'ar!" Mac shouted at him.

Loki laughed in derision. "Defeating the Shi'ar? You? This effort was doomed before you even started, as is this existence. I decided to exact justice before the end." His smile was cruel and without the slightest hint of compassion.

Skye's silent tears and sobbing suddenly cut off. Once more it was like a switch was thrown and a different person took her place. "You see others only as cardboard cutouts don't you Loki?" She asked. "Solely there until they are in your way then brushed aside. No point in wasting emotion on a being that exists only for your pleasure."

"Do you think to spark my mercy? There is no compassion in my heart. No sentiment for such weak and mewling beings as yourselves." His response was cold and contemptuous.

"Then I'll give you some." The spike of pure emotion came before Loki could respond. It struck down into his mind and beyond with Skye following it down into his core. It was ironic how alike Mackenzie's awakening to Agent Barton this event was. The two became aware of each other on a level impossible to imagine. But where Mac and Hawkeye had merged soul to soul, knowing each others inner most thoughts and secrets, Skye and Loki joined heart to heart and when Skye drew back they left a piece of themselves within the other.

The sword dropped from Loki's fingers as he and Skye both crumpled. They ended up sitting on the ground, staring into each other's eyes in wonder. Totally enraptured in what they found there. Lost in the moment of discovery.

"Omagod." Skye whispered in awe.

Mackenzie stared in horror at what was unfolding before her. Everyone else just looked confused by the sudden turn of events but Mac knew exactly what had happened, she had been through it herself, and she was in complete shock.

"You have GOT to be kidding me!"

* * *

Spencer slowly regained consciousness. He tried to bring his hand up to block out the blinding light in his face but found he couldn't. Apparently his arms, wrists, waist and neck were strapped to some kind of table. He closed his eyes and shook his head trying to remember exactly what had happened.

_We were fighting the Jaflashine and Skye took it down. Then the Shi'ar showed up and I did that thing with the lightning. After that…_

His eyes snapped open. "Loki!"

"Ah, you're finally awake." A voice said. The voice was like soothing balm to the soul, every nuance a hypnotic melody causing the listener to yearn for more. It touched a chord of empathy so deep it couldn't be resisted. At least that was Spencer's first impression. Something seemed off though, a warning from his heart maybe. Turning his head, Spencer sought the voice's source.

The being who stepped into the light was the most gorgeous creature he had ever seen. A soft glow emanated from golden colored skin covered in delicate scales. Luminescent, sapphire blue eyes were set in a delicate, almost feminine face, despite the beings obvious masculinity. It's shoulder length hair was a radiant silver color and looked softer than the finest silks. Beautiful white wings sprouted from the creature's back, each individual feather was threaded with silver highlights enhancing it's beauty. It's robes were simple and the purest white Spencer had ever seen. Every single portion of the creature screamed to be honored, trusted, WORSHIPPED. And with that last thought the trance was broken and Spencer snapped back to himself.

"What are you?" He asked the being warily.

"You may call me Nagel." The creature said. "You are safe here. Your every comfort will be seen to I assure you."

"Does that every comfort include strapping me naked to a table?" He shot back.

"Merely a precaution. Your companion was quite difficult to restrain. Several of the Imperial Guard were killed by him before Lord Kallark managed to subdue him."

"My companion?"

"The large green fellow. He transformed into a normal appearing human once Gladiator, sorry, that is Lord Kallark rendered him unconscious." Spencer stared at Nagel in stunned disbelief.

"I do believe this is the first time I have ever seen Gladiator bleed." Nagel said almost absently. "If your friend had displayed even the slightest bit of reasoned thought and strategy I do believe he might have actually beaten Kallark. Fascinating."

"Are you trying to tell me someone here actually DEFEATED the Hulk!" Spencer demanded in utter disbelief.

"Hulk? What an…appropriate name. I shall remember that. And yes, Kallark did indeed defeat him. It was quite a battle. I believe we will have to completely remodel that section of the ship."

"Just where am I? Who are you people?"

"As I said I am Nagel. Chief adviser to the Empress of the Shi'ar, and this is the Battleship _Pride of Shi'ar_. It is a pleasure to have you aboard."

* * *

Stark was finally back on his feet thanks to Skye, for a while he had been babbling at his suits AI. Thor had found him unconscious with the AI screaming about her life being meaningless without him. How nothing mattered unless he was with her. On the way back Tony had awoken enough to babble something along the lines of "I love you too baby. I'll call you back this time, I swear."

"Just for the record, we're not talking about that ever again, agreed?"

"No problem Stark." Natasha told him. "I have the whole thing recorded on my phone anyway."

"Of course you did." Stark sighed.

They were busy searching the downed Shi'ar vessel for any clues to Spencer's whereabouts and hopefully a means to rescue him and Banner. The team was letting Loki lead as he seemed somewhat familiar with the available tech. Skye was walking along side him through the wreckage, they never stopped holding hands.

"Are you sure we can trust him? I mean he did just betray us and tried to give Skye a rather severe hair cut." Barton whispered in Mac's ear.

She looked up from the device she was examining. "He's more trustworthy now than at any time in his entire life." She responded.

Hawkeye observed Loki and his interaction with Skye for a few moments. "I don't know. He may truly care for Skye right now but he's a total sociopath. He has no conscience."

"Had no conscience. After what happened with him and Skye, well…I guess you could say that she acts as his prosthetic conscience."

"So as long as she's around…"

"He won't do anything that would cast himself into disfavor in her eyes. Unfortunately, that might cut both ways."

"What do you mean."

"Loki won't do anything that would upset Skye, but she is almost certainly willing to do some things to help foster his ambitions. She will moderate his desires, not eliminate them."

"So he might still attempt to conquer the planet if he can talk her into it?"

"Pretty much. He went from totally evil to morally grey leaning toward bad. Skye on the other hand…"

"Yes?"

Mackenzie shook herself. "Skye is now more neutral. If he can make her believe his goals are for the ultimate good of mankind she'll help him."

Barton looked worried. "That might not be too difficult for him. The way I understand it Loki is close to one thousand years old. And he has gotten very good at lying in that time."

"He can't lie. Not to her. She is a living lie detector, whatever he tells her to gain her aid, he has to believe it too."

"Still…I think I'll go keep a closer eye on those two."

As Barton walked off Stark came up next to Mackenzie. "So how are you and William Tell getting on?" He asked her.

"Why Mr. Stark. I was wondering when you would decide to put your nose back in my business."

Stark ignored her. "Tell me the truth, is that little mind twist thing all it really takes? I mean Loki and Skye, you and Legolas over there, seems to work out way too easily in my opinion."

"What we share isn't easy. And yes, it did just take a 'mind twist' as you put it."

"Nice. So simple. Well what happens if you do the same thing with someone else?"

"Someone else?" Mac inquired quirking an eyebrow.

"Me for instance. You shot me down for years at all those engineering conferences we attended, maybe you just needed to get to know the real me."

Mac looked skeptical. "Are you really inviting me to probe your mind?"

"Sure. Why not."

"I seriously doubt that I would enjoy anything I found in the dark cesspool you call a brain."

"Afraid you won't be able to go back to Katniss?" "Katniss? From the hunger games? Really?"

"Sorry I don't know that many archers."

"Mr. Stark if you really want to try this fine, but when you suddenly find all your funds transferred to a hidden Cayman Islands account, and me suddenly owning my own country, don't complain."

Stark just smiled.

Sighing, Mackenzie reached out and placed her hand on the side of Stark's head. Closing her eyes, she began to concentrate. He felt a pressure on his mind unlike anything he had ever experienced before and knew his very soul was an open book to her. Mac's eyes opened suddenly, and her gaze locked with his. Their was a softness in her look and she reached up to take his face in both hands. Drawing him close her lips came within half an inch of touching his.

Mackenzie stared into his eyes with wonder. "Tony." She sighed.

"Yes?" He croaked.

"You're still an ass." She whispered.

With that she turned and walked off.

* * *

*He still hasn't broken Lord Nagel. He absolutely refuses to swear loyalty to the empress. I have never dealt with a being so resistant to our manipulation.*

*I have, but only rarely. It is time to move on to other means. Prepare the neural whip.*

*Are you sure my Lord? I know he is different from most humans but I was given to understand they are weak. We don't want to destroy his mind.* Spencer doubted the Shi'ar realized he could understand every word they said. Normally he had no interest in languages, they just weren't 'shiny' enough, but captivity tended to focus the mind admirably. By his estimate he had been the Shi'ar's prisoner for approximately two or three days. It had become apparent quite quickly that whatever they said, his best interests were not their goal.

*If his mind breaks so be it. We can either reprogram him, or if he dies that is one less enemy standing in our way.*

*Your will Lord Nagel.*

The advisor to the Shi'ar empress approached Spencer. "How are you feeling today? Are you ready to cast aside your foolish resistance and swear allegiance to our empress? It is the only way to save your people from what is coming."

"Nah. I think I'll just lay here and relax. I haven't had a vacation in YEARS! This is great! And I find the lack of clothing grows liberating after a time." Spencer smiled back at Nagel.

"I find your refusal puzzling. Most beings find me worthy of trust, a trust I always repay."

"Well you do look like a trustworthy fellow but even Satan can look like an angel of light when he desires to."

The smile vanished. "You know that many beings have been destroyed for knowing too much." Nagel snarled.

"Really. I've found that righteous men and women tend to be destroyed more by a lack of knowledge."

With a cry of rage Nagel struck Spencer in the face. He felt his cheekbone shatter from the incredible force of the blow. He looked at the creature before him in shock, the power necessary to hurt him was rare and this thing had done so with alarming ease.

"You WILL break! And when you do all your world and everything you love will die as you watch, and approve!" Nagel roared.

*Bring the neural whip!" Nagel snapped to the torturer. *Let's see how long he lasts under its lash!*

The technician rushed over with a fine mesh helmet. Carefully he set the device on Spencer's head, adjusting it so it fit snuggly and touched his skull in just the right places. Once the nodes attached to the device were ready he hurried over to a terminal and stood watching Nagel expectantly.

"Last chance. Submit now or suffer for your stubbornness."

"Stubbornness in the face of evil isn't stubbornness, it's perseverance. Now are you going to throw that switch or do you want me to do it for you?"

Nagel's face contorted in rage once more but he held his temper. *Level seven.* He told the technician.

*But sir that might kill him!*

Nagel just turned slowly to look at the torturer. The Shi'ar broke into a sweat and gulped. *Level seven, yes sir.*

Spencer braced himself for agony. What he got was a slight annoyance. He waited for the pain to ramp up to unbearable levels but nothing happened. It just remained a little uncomfortable, nothing more. "That's it?" He asked. "Are you sure you have it set properly? I'm pretty sure torture is supposed to involve more screaming on my part."

*I told you level seven! What do you think the price is for disobeying me!*

*Lord Nagel I didn't disobey I swear I…*

The tech was cut off as Nagel reached out with his hand, he never actually touched the Shi'ar, but he didn't have to, the torturer was lifted off the ground and flung into a wall with an audible crunch.

Stalking over to the console, Nagel examined the settings. *Well I see you were telling the truth.* He said to the technician's corpse. *I'll have to send my condolences to your survivors.* His smiled evilly.

"Well it appears you are even more durable than I had suspected. Let us see how you deal with level ten." Nagel altered the console's settings then watched Spencer with interest.

This time there was definitely some pain. Quite a bit actually, but he had dealt with worse every day since he first put on the bracelet. He was so used to it in fact he didn't really notice anymore. He smiled at Nagel. "Ooo! Tingly!"

As a couple of Shi'ar guards entered to remove the body of the former torturer Nagel smiled at Spencer once more. "Brave words. But there are many ways to break a being, pain is just the simplest. Unfortunately, Lord Kallark is too 'honorable' to stoop to using his formidable strength to help mold you into the form I desire, and I, alas, have other things to attend to. I will leave you to one of the more subtle methods. Soon you will swear allegiance to the Shi'ar, and you will sob in thanksgiving when that allegiance is accepted."

Spencer swallowed as Nagel turned and left the room.

* * *

The survivors of the Shi'ar warship were safely tucked away back in the S.H.I.E.L.D. dig site and every scrap of useful tech, or at least every scrap they could carry, was being poured over. It had been almost a week and they still weren't any closer to finding out where Spencer and Banner had vanished. The pieces of technology were so far beyond anything any of the researchers had ever seen it would probably take decades to crack it. Even Stark and Mackenzie were years away from any useful breakthrough.

"This is taking too long!" Mac shouted in frustration. "There's no telling what's happening to them!"

"I know, but we have no other options. With Thor gone to consult with his father we're basically on our own." Hawkeye told her.

"And Loki isn't much help. He understands the concepts and even recognizes some of the equipment, but…" Skye trailed off.

"There's the language barrier."

Skye nodded. "The prisoner's refuse to cooperate. They just babble out the same string of syllables."

"Probably name, rank, and serial number, or the Shi'ar equivalent." Barton mused. "We need more information. I suppose we could torture them but…I don't think it would be wise to risk violating some extra terrestrial version of the Geneva convention."

"Maybe we don't have to." Mackenzie replied.

"What do you have in mind Mac?" Skye asked.

"Come with me."

Mackenzie led them through the halls of the Phoenix Site as it was being called now. They passed researchers pouring over alien tech and talking excitedly about any discovery, or possible discovery they made. After a few minutes they made it to the makeshift holding area and found the Shi'ar prisoners sitting quietly in their cell.

The aliens looked up, quiet defiance in their eyes. "Anyone want to tell me what I need to know?" The Shi'ar just stared at her warily.

"Fine. Let's do this the other way then."

"Wait Mac! What are you doing?" Hawkeye asked concerned.

"Getting the information we need. Something I should have done days ago."

"I thought we agreed, no torture!" Skye said nervously.

"I promise you that this will not hurt them one bit. Though I suppose it may cause some mental anguish when they realize they gave information to the enemy."

Turning back to the prisoners Mackenzie pointed to the one who appeared to be the leader. He was standing in front of the others in a protective manner and usually moved to block any interaction with the rest.

"You will tell me everything I need to know. Now."

The Shi'ar merely glared at her.

"He understands every word I'm saying doesn't he Skye?"

Skye concentrated on the Shi'ar for a second then nodded. "Pretty much."

"Good." With a grasping motion Mac jerked the startled Shi'ar off his feet and pulled him through the air to float in front of her just on the other side of his bars. The Shi'ar gave a shout of alarm and flailed around in panic until he realized Mac wasn't hurting him. "Let's see just what you know."

Closing her eyes, Mackenzie pressed down on the alien's mind, siphoning every scrap of useful information. The Shi'ar struggled violently but was helpless before the power of her mind. When she had learned everything he knew she gently set him back on his feet.

*Thank you. You've been very helpful.* She told him in his own language. The Shi'ar, their equivalent of a Senior Grade Lieutenant, gave a start.

"How did you learn our language human?" The Shi'ar Lieutenant demanded in English.

*From your mind of course. Now, I believe I will talk to your engineering assistant. I think he'll know more about the information I'm looking than a communications officer.* Mackenzie replied in Shi'ar.

With a motion of her hand she sent the officer flying back towards his companions. He let out a scream of fear at the violent acceleration but she stopped him inches from the wall and set him gently among his fellows. Pointing to a different alien she crooked her finger for him to approach. The Shi'ar looked terrified and gave a gesture of violent negation.

Sighing in exasperation Mac simply picked the alien up and pulled him through the air to stand in front of her.

*Now. We can do this the easy way or the hard way. Your choice. Are you going to tell me everything I need to know?*

The trembling Shi'ar repeated the negative gesture, somewhat shakily, and rattled off a string of syllables. It was indeed the Shi'ar equivalent of name, rank, and serial number Mac noted. Apparently he was their version of an ensign. Someone more experienced would have been nice but he'd do.

*Fine. The easy way it is.* Once more she reached out and grasped the information she needed directly from his mind. _This is getting easier every day. _She thought to herself.

*Thank you for your cooperation.* She told the group of prisoners then turned and walked away with Skye and Barton trailing behind her.

* * *

Spencer shuddered. He could feel his mind slipping away, the madness so near he was almost on a first name basis. He didn't know how long he had been in the sensory deprivation chamber, it could have been minutes, it could have been days, he had lost the ability to measure time accurately. The only thing that was keeping him sane was the pain from his alteration ironically, he never would have considered it a blessing until now. Concentrating on the pain gave him something that was real, but soon it just wouldn't be enough.

He'd tried to escape after the first session, they always sent guards in groups of four and he had fried one with a blast of electricity and threatened the others if they didn't release him. He'd had one hand free and was working on the second when Nagel had arrived, killed the guards himself, and restrained him with alarming ease. The energy absorbing barrier he was in now had prevented any further attempts and the bout of sensory deprivation after that had been long, so very long.

_Maybe the Shi'ar aren't so bad. What harm would it cause to swear fealty to the empress?_ The terrible thought was coming more and more frequently. Each time it came it was even more seductive. _Why not just give in? Let go? Surely anything would be worthwhile to make the torture stop._

Spencer screamed "NO!" Not that he heard the word. Along with the energy dampening barrier, the Shi'ar had placed a sound dampening field around him too. They didn't overlook much. After solving about seven supposedly unsolvable equations in his head and figuring out fixes to roughly a dozen technological problems, ANYTHING to keep sane, Spencer knew this was a battle he couldn't win. His only remaining hope was that he would die instead of break, he had begun to will himself to death rather than be forced to turn on those he loved.

Once again, it was a battle he knew he was doomed to lose.

_Spencer. _

He gave a start as he heard Mac's voice in his head.

"Just another hallucination." He said silently. "I can't hold them back anymore."

_Spencer! My God! What have they done to you?_

He laughed long and hard, tears flowing down the sides of his face until the laughter turned to sobs. "I wish you were real Mac. I wish you really could reach me. I'm so lonely! I think I've finally lost my mind. The only thing left is to hope I can die before I betray you and Skye."

_Spencer! I AM real! You have to hold on! We're coming for you! We just need to know where you are! Did your guards let slip what ship or facility they are holding you on?_

Tears still running down his face Spencer sobbed out. "What does it matter? You aren't real! You're just the last part of my mind fighting to resist. Just let me go. Let me die so I don't hurt you. I love you too much for that to ever happen."

_Focus Spence! Tell me where you are! I promise we'll be there to get you! Just tell me!_

With a sigh Spencer replied, "What could it hurt. Just to keep you talking to me is better than lying here in despair and darkness. They said it was the Battleship _Pride of Shi'ar_. That's all I know. They haven't let anything else slip about where we are. If…if you really are real please Mac, PLEASE hurry! I…I can't take much more."

_We're on our way Spencer! Just hold on! We won't let them have you. I promise._

The voice vanished from his mind and with a cry of heart broken anguish Spencer began to sob uncontrollably once more.

**Chapter 7**

"Mackenzie! What's wrong!" Skye demanded. Mackenzie had been trying to contact Spencer and Banner for almost three days and she was exhausted.

Mac looked shaken beyond words. She was pale and trembling from what she had seen in Spencer's mind. "They're torturing him." She spoke softly. "We don't have a lot of time, his mind was already on the verge of breaking. That's the only reason I was able to contact him at all. If we don't hurry…"

"What? What is it Mac?" Barton asked her.

"He'll be gone. He actually WANTS to die! He said it was so he wouldn't betray us! If we don't move now there won't be a Spencer left to rescue!"

"But Thor's not scheduled back for another day at least! If we go without our heavy hitter we might just end up joining Spencer." Barton said.

"That won't be a problem for you because you won't be going." Mac told him firmly.

"What! If you think I'm letting just the two of you waltz onto a Shi'ar BATTLESHIP by yourself then you are out of your mind!"

Mackenzie placed her hand on his chest. "It will be ok. Nothing I can imagine will be able to stand up to me and Skye together. We need you and everyone else to stay here and guard that crystal!"

Hawkeye started to protest again but Mac shushed him with a finger on his lips. "It's ok. Stay here and watch over the crystal. You are the only one I trust to do it right."

He set his jaw for a moment then nodded.

"Come on, let's go see if we're ready yet."

* * *

Stark and Loki were busy pouring over the inter ship transportation system on the Shi'ar Battleship. The energy required to power it was immense, more than all the nations of the entire Earth had produced the previous century combined.

"If we had access to the Tesseract we could operate this with plenty of power left over." Loki mused.

"Yeah, I'm thinking there is no way we're going to let you near that thing again, even if we had access to it."

"I'm a changed person Mr. Stark, what happened between Skye and myself…it was like nothing I had ever experienced. I will not do anything to risk that relationship."

"Yeah, forgive me for not trusting you. Besides, I'm positive I can create a functioning power system from the bits and pieces left over on this ship."

"That would take weeks. We need to rescue Spencer and Banner now."

"Why the sudden concern for them? I thought sending them off to torture and death was part of your plan."

Loki was silent for several seconds, then he looked Stark in the eyes. "Because it will make Skye happy."

Stark quirked an eyebrow. "If you say so."

"I do say so. Now let us continue, if we can find a way to charge the ships hyper space systems we will have the necessary power."

"Just what do those things run on anyway?"

"Like all superluminal vessels, it takes immense energy to move into hyper space. The necessary power comes from what are, for all intents and purposes, imperfect cosmic cubes. Flawed Tesseracts if you will. Their flaw isn't in how much energy they can produce but in how long the materials they are composed of can withstand the massive amounts of power flowing through them. The Chitauri, for instance, were not that advanced by the standards of the Shi'ar, the power systems on their ships would only last for six or seven hours. The Shi'ar's systems last for nearly two days."

"That doesn't sound like very long." Stark said skeptically.

"That is only operational time, they are usually powered down. The necessary output to move to and from hyper space is immense but only takes a few seconds to actually produce with even these flawed cubes. So even the Chitauri vessels can go months before needing to replace their hyper space power generators."

Loki was lost in silent thought for a moment. "It is also why your planet is still here after destroying so many Shi'ar ships. If the hyper engines had been charged there would have been nothing but rubble."

"So Thor throwing Mjolnir at that last fleeing ship…"

"Was very nearly the death of you and your entire species." Loki smiled at Stark.

Tony stared at Loki in horror. "Well you may be reformed but it's apparent you still have an evil streak a mile wide."

Skye, Mackenzie, and Barton entered the room. With a squeal of delight, Skye rushed over and tackled Loki. "I've missed you!" Skye told the Asgard.

"You were only gone for an hour." Mac told her in exasperation.

"Still far too long." Loki said.

Mac rubbed her eyes. "What horror have we unleashed on the universe?"

"I don't know, but I'm thinking about finding a deep cave and hiding until the cosmos are sane again." Hawkeye replied.

Skye stuck her tongue out at them and went back to trying to squeeze the life out of Loki via hug.

"What have you two learned while I was busy?" Mackenzie asked Stark. Loki was far too preoccupied to answer at the moment.

"Well the energy requirements to operate the transportation system is nearly insurmountable." Stark told her. "We may have a way around it but it's going to take a few days even if it works."

"You don't have days!" Mackenzie snapped. "Spencer is hovering on the verge of madness out there and I can't contact Banner's mind at all! You have two hours!"

"We can't do it in two hours Mac! Just be reasonable here…"

"Reason flew out the window the second those things began torturing my friend!"

"We have to repair the hyper space power generator! If we can't get that working we're stuck building our own power source which could take months or even years! I have to figure out how the darn thing works before I can repair it and that takes time!"

"Oh for the love of…is that all?" Mackenzie reached out and placed her hand on Starks head. With a cry of pain all the information on power systems she had downloaded from the minds of Shi'ar prisoners flashed into Stark's brain. "There! Get it done!"

Walking over to where Skye was attempting to burrow her arms under Loki's skin, Mac grabbed her friend by the ear and started to drag her out the door. "You can play with your boy toy later Skye, right now we need to study the layout of that Shi'ar Battleship."

As an amused Barton followed a protesting Skye and adamant Mackenzie out the door Loki stood with a look of perplexity on his face. "Boy toy?" He said.

He turned to Stark who was trying to massage an information induced migraine away and asked. "What in the name of all the explored worlds is a 'boy toy'?"

* * *

"You'll end up here." Roger's said indicating a point on the schematic. "The most direct route to the brig is along this track here." He drew a line from the transportation terminal to the ships interrogation cells. It was nearly on the other end of the ship.

"We'll have to cover a lot of ground fast if we want to find Spencer and Banner before the Shi'ar catch on to us." Mackenzie said.

"No joke. This ship is nearly twice the size of the ones we took down!" Skye commented.

"What about just putting everyone on board to sleep?" Asked Hawkeye.

"No good, the Shi'ar have encountered telepaths before, in fact it is one of the traits that crops up in their royal family from time to time. As a result, they program their ships with a limited AI system to watch for such things. It would shut the ship down, flood the halls with nerve gas, or vent the section we were in to space. We have to fight our way in and out while leaving enough Shi'ar alive to continue fighting back or the AI takes over."

"So stealth is out?" Asked Rogers.

Mackenzie thought for a moment. "Maybe not."

"What have you got Mac?" Skye asked.

"These Shi'ar bastards don't have any problem with torture. They took Spencer and tried to reprogram him and I bet they did the same thing to Banner. Well turn about is fair play."

Captain Rogers and Barton both looked alarmed while Skye just looked confused. "What are you planning Mac?" Hawkeye asked warily. "I thought we agreed not to risk violating an interstellar version of the Geneva Convention."

"That was before they tried breaking my friend's mind. They don't seem too concerned with our rights so I refuse to worry about theirs! Besides, they'll recover from what I'm planning.

"Eventually."

* * *

The Shi'ar Lieutenant was sleeping when Mac and Skye burst back into the holding area with Hawkeye right on their heels. Five of the Shi'ar were picked up and dragged through the air to float in front of Mackenzie. Hawkeye couldn't help but notice that four of them were Shi'ar ship security personnel and the fifth was the Shi'ar lieutenant.

*You five gentlemen are going to help me rescue some friends from the custody of your government.*

The lieutenant laughed nervously. *And just why would we cooperate with savages like you?* He spat.

Mac quirked an eyebrow. *Savages? Why my dear Lieutenant, savage implies that I'm ignorant and uncivilized. Nothing could be farther from the truth. You see I'm not going to torture you for your help, or threaten your family. I'm not going to go to your home world and destroy cities unless I get what I want. No. I'm simply going to wipe your mind and reprogram what I want to be there. With a seed of the real you buried deep that will resurface when I have no further use for your body.*

The trembling Shi'ar stared at her in horror. *You won't, you CAN'T do that!* *I can, I will, and I've already started.* With that she dropped the prisoners and turned to Hawkeye. "We'll need two sets of Shi'ar style restraints, and appropriate weapons for our new friends. This has to look convincing."

"Uh, care to let me in on exactly what we're planning Mac? I mean, I AM going with you after all!" Skye said nervously.

"Of course. These intrepid Shi'ar were shot down here on Earth. With great cunning and skill they managed to get their ships tranportation system running again and escape. Having two valuable humans for hostages helped in that area."

"You can't be serious!" Barton exclaimed. "You said yourself the Shi'ar have telepaths! What would prevent one of them from simply freeing the minds of your prisoners and learning the truth?"

"Because their minds won't be imprisoned. They will really believe they captured us and used us as hostages to cover their escape. And they will have no problem escorting us to the ships brig, right past every security measure and checkpoint. This way we only have to fight our way OUT not in."

Hawkeye considered this then nodded. "That should cut the danger by half since you won't have to leave any enemies alive behind you, unlike your first plan."

"I…hadn't really considered that. I'd rather not have to kill if we can avoid it."

"You didn't seem to have that problem when dealing with the Shi'ar ships. Or the Jaflashine for that matter."

"I didn't have time to think about it then. What I did was more heat of the moment than a deliberate plan…this is different isn't it?"

Skye came over to stand next to Hawkeye. "We're not really going to kill all those people are we Mac?" She asked.

"You may not have a choice Skye. What you and Mac are planning is very dangerous and these things plan on using that M'kraan crystal to destroy this and every other world. Getting Spencer and Banner back means you have to be willing to kill everybody in your way if necessary."

Mackenzie crossed her arms and gave a little shiver. "I..I"ve never actually sat down and planned on killing anyone before."

Hawkeye embraced her. "You do what you have to, Mac. This is no different."

Mac nodded into his chest while fighting back tears. "You're right Clint. We'll do whatever we have to if everyone and everything we love and care about is going to survive. I just wish there was another way!"

Barton just kissed the top of her head and continued to hold her. After a few moments Mac sighed and pushed him away. "Thanks. I guess we better get going."

Barton gently caressed her cheek. "I'll be waiting for you when you get back." He told her.

Taking a deep breath, Mac smiled, gathered up Skye and her new Shi'ar 'allies' then left.

* * *

The Shi'ar transport tech was lounging at her station. It was the night shift and if anyone was going to come through they would have done so already. This was her favorite shift, you usually didn't get to just relax aboard a Shi'ar warship unless you were lucky enough to land a late schedule in an unimportant section. Right now she was just glad that, for once, her superior wasn't breathing down her neck demanding she do something she had just finished ten minutes before he asked.

Her moment of peace was shattered when the arrival sirens began screaming and the transport ring began spinning. *What the hell!*

The view on the other side of the ring was cut off by the inky blackness indicative of a forming subspace connection. Her terminal lit up telling her there was an emergency arrival just as the vortex in the ring stabilized and a scene from hell appeared on the other side. Five Shi'ar servicemen were exchanging fire with a group of aliens on what appeared to be a damaged Shi'ar warship. The weapons the Shi'ar were using were familiar to her but she had never seen anything like what the aliens were equipped with. There was a 'whizzing' sound and something struck the wall behind her before ricocheting away.

_Who is insane enough to use PROJECTILE weapons on board a space ship! _She thought in horror.

The apparent leader of the Shi'ar motioned for his men to fall back through the portal. They appeared to be dragging two of the aliens with them, which confused her until she saw their attackers hold their fire to avoid hitting those beings. As soon as all the Shi'ar and their prisoners made it across the rings she hit a switch and closed the portal.

The Shi'ar combatants nearly collapsed with relief when the portal closed. They stood gasping for breath and shuddering from the energy they had expended. But they were very careful not to stop guarding their prisoner she noted.

*What in the Empress' name is going on here!* She shouted as her body's version of adrenaline began to wind down. Before the apparent leader of the group could answer, a fifteen man security team stormed in, weapons ready.

*In the name of the Empress! I demand to know what is going on here!* Shouted the marine sergeant leading the security squad.

The tech stared wild eyed at the sergeant then giggled at the nearly word for word repetition of her own question. Then she fainted.

* * *

*That is quite a story Lieutenant.* The sergeant said to the newly arrived Shi'ar. *Why do I think it's too convenient that you would arrive on the one ship in the Shi'ar empire that already has human prisoners when randomly jumping to whatever vessel was in range?* The suspicion in the sergeant's voice was apparent even to Mackenzie who still had difficulty catching subtle intonations in the language.

_He's not buying it Skye._ Mackenzie sent. _Give him a little push._

Skye gave a subtle nod before concentrating on the security officer.

The doubt in the sergeant's voice dropped drastically. *Still…I suppose greater coincidences have occurred in the past. We might as well take these two down to the interrogation cells. You five head up to the command deck and report to the captain.*

*With all due respect sergeant, we went through a lot of trouble, not to mention some close calls, to get these two back here. I'd like to see that through. Especially since this one," He indicated Mac, "is a weak telekinetic and the other one has some pyrokinetic abilities. We're used to their tricks and know what to look for.*

The sergeant put his hands on his hips. *And you can't just tell me and my men what to look for?* *We could but we have experience with them, I think it would be best if we escort them to the cells.*

*Fine, but my men and I will be going with you.*

The lieutenant relaxed. *We wouldn't want it any other way sergeant. The more eyes on these two the better.*

They made quite a parade on the way to the ship's holding cells. The fifteen Shi'ar security personnel plus the sergeant fanned out in front and behind the five 'escaped' Shi'ar clearing the way in front of them and also keeping a wary eye on the prisoners. The ship was huge with narrow hallways just wide enough for two human sized men to walk abreast. Automatic pressure doors looked ready to drop from the ceiling every twenty-five feet in case the vessel was damaged and sections needed to be closed off to prevent total depressurization.

Mac carefully studied the route they took, remembering every detail so they'd be able to find their way back. Before long they came to a transport tube running the length of the ship. As they boarded a tram car Mac reached out to Spencer again. What she felt nearly caused her knees to give way. Spencer's mind was seething with chaos and despair, she tried to reach him, to quell the loss and horror but there was no response, not even a flicker that he sensed her presence.

Jerking back from the madness that seemed to be all that was left of her friend, Mac sobbed and nearly collapsed. Her captors looked at her in alarm and the nearest guard had to physically support her. Skye tried to reach her and was physically restrained by the nearest Shi'ar.

_Mac? What's wrong?_

_It's Spencer. He…their's not much left of him. We have to hurry!_ She sent an subtle telepathic prompt to the altered Shi'ar Lieutenant.

*What's wrong with that thing?* The sergeant demanded.

*I'm not sure. It may have been injured during our retreat. We should get them to their cells. Have a xenobiologist waiting for us when we get there, it may need medical treatment.* The sergeant nodded.

The tram stopped at the far end of the ship, apparently Shi'ar hyper engines and power sources were located fore while bunks and the brig were placed aft, probably so any escapees would have to go the entire length of the ship in order to escape. Though that didn't explain the shuttle bays also located aft. The security team and their prisoners got off the tram and moved to a nearby lift down.

The lift car was too small for the security, 'escapees', and prisoners so they split into three groups. The sergeant, still not taking any chances, sent a squad of five down first. When the car returned, he and the lieutenant's group, humans included, boarded. The ride was short and when the doors opened they found themselves inside the ship security section.

* * *

It hadn't really been much of a fight. Once Skye had gotten over her timidity, she had reached out and followed Mac's mind to Spencer. After sensing what had been done to him, any concern about killing his torturers had disappeared. Mackenzie had actually been forced to physically restrain her from finishing a wounded guard with her bare hands, most of the rest of the ships security forces were either disassociated particles, courtesy of Mac, or ash piles. The Shi'ar 'esapees' were snoozing comfortably in a corner.

The brig was a long hallway with a series of doors blocked by some kind of energy barriers. Inside one of the cells they found a sleeping Bruce Banner, some kind of collar around his neck kept him asleep. "Should we get him up?" Skye asked. "He might be helpful."

"I'm not sure how helpful a twelve foot tall rampaging, nearly indestructible, rage machine would be in the closed confines of a starship in deep space. Let's let him sleep and keep the air in here with us. Where it belongs."

"Good point."

"I thought so." Mackenzie smiled.

"So…how do we carry him?"

"Leave him here for now. I'll pick him up telekinetically on our way out. Easier to let him float." Skye nodded.

At the end of the brig they found a locked door made of some metal that looked like vibranium. "Think you can get this Skye?"

"I'm not sure that would be wise. I might be able to melt it but from what I understand that would probably vaporize whatever, or whoever is on the other side…and us too!"

"I'll handle that, you just turn on the juice."

Skye looked skeptical. "If you say so." She concentrated for a second then reached both hands out toward the door. Fire was much too tame a word for what burst from her hands. Most _stars_ didn't put out as much energy as the blast coming from Skye. The lance of power hit the vibranium door like a blow torch hits ice and the whole thing just disintegrated.

Mackenzie was shocked by the sheer force coming from Skye, it didn't seem possible. What shocked her even more was the ease with which she caught and channeled the immense power back into Skye. There was a little loss, the laws of physics being what they were, but not much. From the time Skye hit the door til it fell apart and she stopped was less than three seconds.

"I'd, uh, I'd say that was a success." Mackenzie told her still staring at where the door had been. Little drops of vibranium metal where condensing on the floor.

"Oh good! I was afraid I didn't use enough power."

"That wasn't your full strength!?"

"I'm sorry Mac! I know you told me to hit it with everything I had but I was worried it would be too much."

"No, no I'd say that did the job fine. Way to gauge your output properly." Mackenzie swallowed hard.

If they were expecting a scene from a medieval torture chamber they were disappointed. In one corner there was a table with metal straps, vibranium once again. In another was a terminal facing the table. And in the middle, floating motionless, was Spencer. The Shi'ar had taken sensor deprivation to a whole new level, even removing the feeling of up and down by suspending their subjects in a null gravity field. The technology also allowed observers to see in while eliminating sight for the unfortunate participant.

Skye rushed over to try and pull Spencer out and bounced off a force field. Mackenzie was more knowledgeable, and hurried over to the control terminal. She examined the controls carefully but didn't see any way to turn it off. With a grimace of frustration, she tore it free from the floor with her mind and crushed it smaller than a marble.

The field shut down and Spencer dropped to the floor. Skye rushed over and grabbed his hand. "Spence? Spencer? We're here Spencer." Skye told him. "Please do something. SAY something! Don't leave us!"

Spencer just lay there his eyes staring sightlessly into space. He didn't move, didn't respond in any way to Skye. The only way she could tell he was alive was the steady up and down movement of his chest as he breathed. He didn't even twitch in recognition.

Mackenzie kneeled down and took his head in her lap. She was also crying as she reached out once again and tried to touch his mind. There was only chaos, loneliness, and terror. Nothing remotely resembling rational thought was left, just horror and desolation. She tried to pull a seed of the man he had once been together from the fragments, something his mind could rebuild itself around, but she wasn't sure their was enough left to succeed.

"Spencer." Mackenzie spoke to him. "I'm…" She swallowed hard as her tears overflowed. "I'm here Spence. I ca…I came for you. Like I promised. Please come back."

Spencer made no response. He didn't even blink as her tears fell on his face. "He's gone." Mac whispered. "I'm so sorry Spence." She cradled his head and sobbed.

"Mac?"

Skye and Mackenzie looked up to see Spencer's eyes focusing. Their were silent tears running down his face. "You came for me." He croaked.

"Oh…oh, Spencer. Thank God. I was so scared. I was afraid we lost you!" Mackenzie told him.

"God Spence! Don't scare us like that!" Skye joked though tears still ran down her face.

"Mackenzie?" Spencer whispered.

"Yes Spence?" She asked through a tearful smile.

"Why don't I have any pants?"

Mackenzie and Skye both turned bright red and Mac dropped his head on the floor.

Spencer looked back and forth between Skye and Mac. "Is…is this where I'm supposed to say…something?" He asked in confusion. "Was…was it…and now the moment is…is over?" He only grew more perplexed when they both burst out laughing.

* * *

Spencer was still drifting in and out of focus and forcing Skye to lead him by the hand. Fortunately they found his clothes piled in a corner so he wasn't running around in his birthday suit anymore. As they passed back through the brig area Mackenzie lifted Banner from his cell and carried him along behind them.

"We have to hurry!" She told Skye as Spencer wandered over to run his hand down a wall with every appearance of wondrous discovery. "The entire ship is on high alert and I think they've called for backup."

"Right! Come on Spence. We have plenty of pretty walls to admire back home." She took his hand again and started leading him toward the door. He gave the wall one last pat, savoring the sheer feel of it, before letting himself be led off.

Suddenly Mac stopped. Something was wrong. She wasn't sure what but it was bad, very bad. She reached out to the ship with her mind and blanched. "They're gone!"

"What?" Skye asked as she tried to prevent Spencer from giving the wall a full body hug.

"I can't sense anything on this ship! It's like the entire crew just vanished."

Skye frowned then reached out also. Her eyes widened. "What the heck is going on? Where is everybody?"

"I don't know but we have to get out of here now!"

They started back toward the brig's exit just as the door whooshed open and Nagel strode inside. "Holy crap! That is one gorgeous creature!" Skye said in awe. "Well, well, well. I see some vermin did manage to infiltrate this ship."

At the sound of Nagel's voice Spencer snapped back to reality, all distractions forgotten. Screaming in rage, he charged the alien. Before his power had been upgraded, Spencer could sprint at nearly seventy miles and hour, afterward his speed had increased to nearly eight _hundred_ miles per hour and continued to rise since. The sheer force of displaced air caused by his passage knocked Skye and Mackenzie off their feet.

Spencer crossed the distance between himself and Nagel in less time than it takes a human to blink, right fist leading in a devastating blow. With contemptuous ease, Nagel's right wing swept the punch aside. Like his speed, Spencer's strength had increased dramatically since touching the M'kraan Crystal. Before he had been able to military press thirty tons, afterwards that had jumped to sixty tons and continued to climb. Currently he could press somewhere in the seventy tons range, which was why he was shocked to his core when Nagel caught his follow up left as easily as a softly thrown baseball. With a negligent flip of the wrist, Nagel sent Spencer flying into the brig's reinforced adamantium wall hard enough to leave a dent. Spencer slumped to the floor stunned. Mackenzie and Skye stared in disbelief.

"Now that the annoyance has been dealt with. Allow me to introduce myself. I am Nagel, and soon you shall call me Lord."

"I don't think so!" Skye shouted before unleashing the full force of her power in a concentrated blast directly into Nagel's face.

The creature didn't even blink, he just reached out, caught the full power of the attack, and sent it flying right back into Skye's teeth, twice as strong. The energy wave caught Skye directly in the chest and though she absorbed most of it, there was just too much. She flew through the air and would have smashed into the far wall if not for Mackenzie snagging her out of the air. Her skin was blackened and blistered from Nagel's attack. A golden aura surrounded her as her power went to work healing the damage.

Nagel raised an eyebrow in mild surprise. "Now that is astonishing. I may have to keep that one around a little longer than anticipated, just to learn that healing effect."

"You won't be around to try!" Mac snarled. Two direct physical attacks had proven worse than useless so instead of a telekinetic shove Mackenzie hit his mind with a full power telepathic assault.

What she saw there caused her to drop to her knees retching. The thing's mind was full of the most vile evil, beyond anything she had ever imagined possible. The sheer disgust at what was in his mind made her sick. Nothing had ever prepared her for a mind so twisted beyond anything decent or moral. And the worst was Nagel actually WANTED her to see into his soul. It gave the creature a kind of sick, twisted pleasure to share all the diseased corruption of it's essence with others.

Nagel inhaled sharply, almost in ecstasy. "Exquisite isn't it? You have been honored with a sight few beings ever see. A glimpse into the glory of a god of destruction. Savor it, embrace it. It calls to you does it not?"

"You're no god." Mackenzie whispered and struck a telekinetic blow backed by everything she had in her.

Nagel flew backwards through the door in a blur of motion and crashed into the security section's outer wall hard enough to shred through the adamantium alloy.

Mac sat on her knees, gasping for breath, the attack she had unleashed left her exhausted and dizzy. Especially on the heals of glimpsing that things mind.

"I must admit I did not expect such power from such a creature." Mackenzie froze in terror as Nagel stepped back into the brig. "You actually hurt me!" He told her, a black, stinking blood dripped from a deep cut along one arm, there were no other visible injuries.

Mac realized they were horribly overmatched. The thing before her was stronger than all of them combined and completely depraved. It reveled in destruction and hungered for the extinction of all creation. It was hatred, and fear, and pain, and all other evils combined. And she couldn't stop it.

Nagel knelt in front of her. "The taste of your despair is sweet." He whispered in her ear.

Spencer hit Nagel in the side of the head hard enough to shatter diamond and once again he flew with bone shattering force into an adamantium wall. The counter attack was one of the mind, as Nagel ripped Spencer off his feet and crashed him head first into the ceiling, the devastating telekinetic thrust left him on the verge of consciousness once more.

The brief respite was all Mac needed. She knew that Nagel had to be stopped no matter the cost. Reaching out she connected with the still healing Skye and drained her of every last ounce of strength not needed to keep breathing. With the incredible surge of power from Skye, Mac focused herself in a way she never had before and ripped a hole in reality leading from the ship back to Earth. Grabbing Banner, Spencer, and Skye with her mind, she tossed them through the portal and then nearly collapsed. She didn't have enough left in her to close the hole, but she knew where to get some.

Nagel was back on his feet, staring at the portal in satisfaction. "Your escape is the doom of all existence. You have made my ultimate dream possible at last." He started to step through the portal.

"I've made your death possible." She reached out with her mind and turned on the ships hyper space power generator, disabled the fail safes, and sucked in everything it had to offer. Grabbing Nagel in a telekinetic bear hug, she dragged him bodily back from the edge of the opening and tackled him.

On the other side of the tunnel Spencer was getting groggily to his feet. His eyes met Mac's and she mouthed 'I'm sorry.'

He watched as Mackenzie began to glow brighter and brighter and then behind her a wall of energy erupted from the ship's over stressed power generator. The ship and Mackenzie disintegrated in a wave of power greater than a dozen supernovas as she collapsed the portal before the destruction could reach the opening.

Spencer dropped to his knees and howled in loss.

**Chapter 8**

Mackenzie had transported her friends back to the Phoenix Site before she died. As a matter of fact she had transported them directly to what those who worked at the site referred to as the 'Chapel'. It was a large, beautifully ornamented room with a pedestal at one end where they had placed the M'kraan Crystal.

That's where Hawkeye and Black Widow found them. Banner was still asleep while Spencer cradled a comatose Skye and just kept repeating over and over, "It should have been me. It was SUPPOSED to be me!" As he rocked his unconscious friend. His grip was obviously gentle yet when they tried to pull Skye from his arms it was like pulling on steel bars.

"Spencer, you have to let her go! She needs medical attention!" Romanoff told him.

"Let her go Spencer, we've got to get her care." "Hawkeye pleaded.

"My fault. It was supposed to be me. It should have been me."

"He's not responding at all. What the hell happened to them?" Romanoff asked.

"I don't know but I need to find out where Mackenzie is and I can't do that if he won't talk to us!"

"She's gone, and it's all my fault. It was supposed to be me. It should have been ME!"

"Spencer, what are you talking about?" Hawkeye demanded grabbing Spencer by the shoulders and shaking him. It was like shaking a statue.

"We have to get Skye away from him." Romanoff told Hawkeye. "Those burns are bad and I don't like how shallow her breathing is."

"We can't get him to let go and I seriously doubt any of us are strong enough to force him."

"Thor wouldn't have much trouble but he's still off consulting his father. Maybe Loki could do it?"

Hawkeye nodded. "Maybe. I'll go get him. You stay here with Spencer and Skye."

As Barton hurried off Natasha continued to talk softly to Spencer, trying to get him to see reason. A rock would have responded better, he just kept rocking Skye and repeating the same phrase. A few minutes later Loki and Barton reentered the room.

When Loki saw Skye he gave a cry of anguish and rushed to her side. He grabbed Spencer's arms and tried to break his grip. Though he got better results than Barton and Romanoff he still couldn't get Spencer to let go.

"Release her now you dunce! She needs help!" Loki snapped at Spencer. The sound of Loki's voice finally provoked a response out of Spencer, though whether it was a positive one could be argued.

With a snarl of pure rage Spencer leapt at Loki. The fact that he managed to set Skye down gently and still hit Loki before the Asgardian could blink would have amazed Barton and Romanoff, if their eyes could have tracked the motion fast enough. Loki went flying across the room toward the opposite wall, Spencer beat him there and swatted Loki out of the air. The force of the blow was hard enough to make Loki literally bounce off the floor. The bouncing Loki reached chest high and Spencer caught him with a full power blast of electricity sending the nearly dead Asgard rocketing across the room.

As Loki passed over Skye the bolt of power that was propelling his flight bent and struck the unconscious girl full on, where it was absorbed like water into a dry sponge. Her eyes snapped open with a gasp and she began to glow as her healing power kicked in.

Spencer was so focused on killing Loki he didn't even notice Skye's recovery. Rocketing past his friend, he once again struck the Asgard before he hit the wall. Knocking Loki to the floor, Spencer put his knee in his opponents chest and wrapped his fingers around his throat. Instead of just crushing Loki's neck quick and clean, Spencer gradually built up the pressure.

Loki clawed at Spencer's arms, desperately trying to break his grip but it was like fighting a machine vise. Spencer slowly increased the pressure, he wanted to watch the life drain from Loki's eyes.

Spencer was suddenly struck in the back, catapulting him into the far wall. Still smoldering he rolled to his feet and spun to charge this new opponent, but came to a skidding stop when he saw Skye rushing to Loki's side. A trail of melted floor led from where she had been laying to his current position. She was the one who had attacked him. "Skye? Why did you…" He stopped talking as she went to her knees next to the Asgard and began healing him, crying his name the entire time. Not only was Skye his attacker, she had done it to save Loki.

The look of hurt and loss that crossed Spencer's face was indescribable. _Loki? He's the one she bonded with? Why him? I mean I knew it was going to happen but… _With a cry of despair Spencer flashed away.

* * *

Skye finished healing Loki then looked around. "I'm sorry Spence, I just thought you were going to…Where, where did he go?"

Romanoff walked up to Skye and placed a hand on her shoulder. "He's gone Skye. Didn't you notice the blast of air from his exit?"

"I…was distracted." She mumbled.

Hawkeye approached her other side. "We can find him later, right now I want to know what happened? Where is Mackenzie?"

"I don't know! We had just rescued Spencer and we were fighting this thing. It took Spencer down like he was nothing! Then I hit it with a blast of fire. The next thing I remember I'm waking up here and Spence is killing Loki."

"Crap. I was hoping you could tell me. Looks like we have to find Spencer after all."

"And we have to hurry too. He was in pretty bad shape when we found him and I don't know how stable he is. I shouldn't have attacked him but…I couldn't risk him killing…" She started to cry.

"Skye it's ok." Natasha told her. "We'll find him I promise."

Skye nodded then started to follow after Spencer. Loki sat up and grabbed her forearm. "This thing that attacked you. Describe it." He told her.

"It…it was the most beautiful creature I've ever seen. It looked like an angel and…" She stopped as Loki's grip on her arm tightened enough to hurt. "Ow! Loki…"

"What? Oh, sorry." He released his hold.

Skye rubbed her arm. "What is it?"

"I hope I'm wrong about this but…did this thing have a name?"

"Yeah. He called himself 'Nagel.'"

Loki closed his eyes for a moment. "It's worse than I could have ever imagined."

"What? What's wrong." Hawkeye demanded.

"Nagel is one of the Cursed. He is among the oldest living beings in all of existence. Older than this current universe. According to a mix of legend, myth, and a scattering of hard facts, he was a member of the first sentient race to come into being. They were beautiful and powerful, and they served the One Above All from the beginning of creation."

Skye gave a start of surprise as Loki mentioned the One Above All.

"You've heard of Him?" He asked her.

Skye nodded. "When Mac and I were communicating with the being in the Crystal it…SHE told us about the One Above All. I just didn't realize how much he was tied up in all of this."

"He is tied up in EVERYTHING Skye, but I digress. Nagel and many of his fellows became arrogant, twisted by their own beauty. When they discovered other sentient races on other worlds they were outraged. They demanded that the One eliminate these lesser creatures, believing them to be abominations not fit to share in their perfection. The One refused and a large number of them rose up in rebellion against Him. The war was terrible despite how short it was. The rebels were cast down and exiled from the One's presence. Now they seek only to hurt Him. They know they can't actually face Him, they tried that once and lost, so they seek to destroy His creation as their only means of causing Him pain.

"It was they who were responsible for the destruction of the first universe." Loki said softly.

"Wait. How did they survive the destruction of an entire universe?" Hawkeye demanded.

"They cannot die. The One created them immortal and refused to strip them of it. They can be injured, bound, even dismembered, but they cannot die and they always heal eventually."

"How do we defeat something like that?" Natasha asked in horror.

Skye looked around. "We'll find a way. First we need to find Spencer and Mac."

* * *

Spencer sat on the edge of the cliff just thinking. Well, trying to think. His mind was a jumble and it was nearly impossible to concentrate. The things Nagel had done to him left his mind fractured and he wasn't sure he was ever going to fully heal. He couldn't think, and his emotions were nearly uncontrollable. It was incredibly humiliating for a man who had always prided himself for his intelligence, rationality, and self-control.

Their was a roar and Skye came to a landing amidst a bust of fire. "Spencer? Are you ok?" She asked. "What are you doing up here?"

Spencer didn't look at her. "Just thinking. Or trying to. I'm…not the person I used to be Skye."

"Why don't you come away from the edge and talk to me about it." She told him. The concern in her voice brought a wry smile to his face.

"Calm down Skye. I'm not going to kill myself." He told her bitterly. "I'm not even sure I could even if I wanted to."

Skye walked to the edge and looked over. It was almost a mile drop to the bottom. "A fall like that might do it." She pointed out nervously.

Spencer laughed hard, then the laughter turned to sobs. After a few seconds he let out a scream of rage before finally regaining control of his emotions. Shaking his head Spencer jumped.

"Omagod! Spencer! Omagod! Omagod! !" Skye shouted in horror running to the edge. A few seconds later he blurred up next to her again. "Not even a scratch." He said.

She punched him in the arm. "Ow.

"Don't you ever do something like that ever again!"

"I can't be hurt Skye. Not by anything as pedestrian as a short fall like that." He looked out over the mountain vista. "I don't even know if I can die anymore." He said, it was not a comforting thought.

"Well I don't want you to die! Your still my friend."

He looked over at her. "Skye, in the last few weeks everything I've ever loved or wanted has been torn from my grasp. The only thing I have left is protecting you, and I'm not sure I can do that anymore. My mind is so disjointed, I can barely think straight."

He was silent for a moment. "I watched Mackenzie die, and I couldn't do a thing about it."

"It was supposed to be me." He said absently.

"What do you mean! Mac's not dead! She…she can't be."

"Skye I watched her come apart right in front of my eyes. She was on that ship and just, disintegrated. And I could only watch."

Skye shook her head in denial as her eyes filled with tears. "You're wrong! You have to be! I can still sense her!"

"Can you?" He asked gently.

Skye closed her eyes in concentration. After a few moments the tears in her eyes overflowed running down her face. "No." She whispered.

Spencer pulled her close for a hug. She sobbed into his chest for several minutes. And suddenly he pushed her away, his emotions were becoming jumbled again as his thoughts broke down into incoherence. Skye looked up at him in surprise. "Spencer?"

He rubbed his face with his hands, trying to regain control. "We…we need to get back Skye. The others will be worried about us."

"Spencer? Are you alright?" He reached out to touch her and then took a hasty step back.

"I'll…" He swallowed hard. "I'll go on ahead." With that he turned and flashed into the distance leaving Skye staring after him in confusion.

* * *

It didn't show on his face but Hawkeye was dying inside. Twice he had met a woman worth more to him than life itself and twice that woman had been torn from him. He stood in the hallway watching as they prepared to remove the device around Dr. Banner's neck. His struggle to keep his emotions contained was mostly successful, unless you knew him well.

"Clint."

He turned to see Natasha Romanoff approaching. "Yeah?"

"Will you be alright? I know she meant a lot to you."

He was silent. Examining his emotions as the techs began probing Banner's collar.

"What can I say?" He finally replied. "After I lost Bobbi I…" He took a deep breath. "I thought I would never find someone who could hold so much of my heart."

He looked at Romanoff. "I thought you only ever got one shot at love like that…Then Mac came along and…I can't explain it. We only knew each other for a few weeks but it felt like a lifetime! Being in her mind was the most incredible thing I've ever experienced."

He was quiet again. "And now she's gone. Just like that. No warning, no goodbyes. Just ripped from my life and there isn't anything I can do about it."

Natasha put her hand on his arm. "I'm always here. If you need to talk just let me know. I owe you a lot Clint and I intend to pay it back."

"Thanks Natasha. It's hard. So hard, but I have to keep going. If we don't stop that thing then she died for nothing."

"We'll find a way."

"Sir, we think we've figured out how to remove the collar." One of the techs said from inside the room. Hawkeye and Natasha went inside.

"It really wasn't that hard." The tech told them. "It's almost like it was designed for easy removal."

"I guess that makes some sense." Natasha commented. "After all, why worry about how difficult it would be to remove if the subject wearing it is always asleep."

Barton nodded to the tech. "Take it off."

One of the techs held Dr. Banner's head still while a second reached around his neck and unlocked a simple catch. The response was rapid as Banner's eyes started moving behind his eyelids then fluttered open. He looked around in confusion .

Romanoff leaned over and put her hand on his chest. "It's ok Dr. Banner. You're safe, you're among friends."

"What happened? Last I remember we were preparing to fight that alien Jaflashine thing."

"You were captured by the Shi'ar Doc." Hawkeye told him. "Are you sure you don't remember anything?"

His forehead crinkled in thought. "No, just some strange dreams about a starship."

Natasha and Hawkeye exchanged relieved looks. "They must not have gotten around to you yet. Spencer was captured too. They spent almost a week torturing him."

"Is he alright?" Banner asked in concern.

Natasha shook her head. "He's pretty messed up. There isn't any physical damage but he's suffering some pretty severe mental and emotional problems. They had him in a sensory deprivation tank for almost the entire time."

Banner winced. "I'm surprised he's still even halfway sane!" He sat up and rubbed his face then looked up sharply. "The crystal?"

"Still safe." Barton told him. "It's in the Chapel. They never got near it."

"Well that's a relief. What about everyone else? Did we take any casualties?"

Hawkeye took a deep breath and tried to reply but a lump had formed in his throat and he just couldn't get the words out. Natasha put a hand on his shoulder. "Mackenzie and Skye went to rescue you and Spencer. Skye made it back but Mac…" She just shook her head.

"Clint, I, I don't know what to say." Banner told him. "I'm sorry."

Barton just nodded and looked away in discomfort.

"What about Tony?"

"He's alright. He's back at Stark tower just now working on some business…and trying to debug Jarvis." Natasha gave a brief smile.

"And Thor?"

Hawkeye cleared his throat. "Back on Asgard consulting with his father."

Dr. Banner nodded thoughtfully. "Good." The blow caught both Hawkeye and Natasha while Hulk was in mid transformation. If he had been finished it would undoubtedly have killed both of them. Instead they were flung against the wall and knocked unconscious. The techs weren't so fortunate.

* * *

Spencer stood in the Chapel staring at the M'kraan Crystal. His hands wouldn't stop shaking so he clasped them behind him to still their trembling. He'd almost lost it on that cliff and he was determined it wouldn't happen again.

"I've done everything you wanted." He told the Crystal. "But it wasn't enough. I…I failed and now those I love are either dead or suffering because of it." He stood silently for a few moments. Eyes closed as tears trickled down his face. He couldn't stop it anymore, his emotions whipsawed constantly. "What am I supposed to do now?" He whispered to the Crystal.

"Spencer? Who are you talking to?" Skye asked as she walked up behind him.

"Just…myself. You know how us crazy folks are." He told her smiling.

She didn't smile back. "You're not crazy Spencer. You're hurt and lost and maybe a little damaged but not crazy."

He gave a bitter laugh and barely succeeded in choking back tears by sheer willpower. He returned to his contemplation of the M'kraan Crystal.

"Spence…why did you run away up on the cliff?"

Spencer rocked back and forth on his heels keeping his back to her. "I, didn't want you to see me breakdown again."

"It wouldn't be the first time." She frowned. "What would make this different?"

He turned around at last, a pained expression on his face. "Because I can't control myself anymore Skye! There are things I've wanted to tell you or Mac for years. Things that would change how both of you looked at me forever and I can't do that now! Just let it go! Please?"

"Spencer you know you could tell me and Mac…" Her voice broke up for a moment. "You could tell us anything. You don't have to be afraid of how we would have reacted."

Spencer just shook his head. "It's too late Skye. What I wanted to say…" He paused and took a deep breath. "Mackenzie is gone because I failed. It wouldn't have mattered anyway, it was too already late even before she died."

"Spencer I…" She was interrupted as the sound of screaming echoed through the halls of the Phoenix site.

"What is going on out there?" Skye wondered.

The fragments of Spencer's shattered mind snapped back into focus once again, just like they had during his fight with Nagel. Once more the old Spencer was almost back. "Skye, get behind me."

"What is it?

"I don't know. But whatever it is seems to be coming this way."

He looked over and saw the fear in her eyes. "I won't let anything happen to you Skye. Not while I'm still breathing."

The screams were getting closer and now they could hear roaring echoing down the halls. "Can you tell what it is?" He asked Skye.

"I'll try." Closing her eyes, Skye reached out, searching for the source of the chaos.

Her eyes snapped wide open. "Omagod! We're gonna die! Omagod! Omagod!"

"Skye! What is it!"

She turned a pale face to look at him. "Hulk." She whispered in terror.

* * *

Hulk forced his way into the Chapel, he was covered in blood but seemed almost calm for a creature fueled by rage. In one hand he carried the collar used to keep him asleep. Seeing the M'kraan Crystal he smiled and began to make his way toward the gem.

As Hulk reached for the Crystal, Spencer flashed up, grabbed him around the waist and suplexed him. The force of Hulk's huge bulk hitting the floor caused a tremor to run throughout the entire facility. Spencer did his best to snap a full nelson on Hulk to restrain him but his massive size prevented him from getting his arms up around the back of Hulk's neck. A full nelson could easily immobilize a much larger and stronger opponent, if it was properly applied. This one wasn't and Spencer knew Hulk would break free eventually.

"Get the Crystal and get out!" Spencer screamed at Skye.

This command to Skye seemed to enrage the Hulk more than anything else. With a primal scream the beast gathered it's knees under itself and pushed straight up. The power in Hulk's legs was sufficient to propel his massive form in leaps spanning over three miles. The distance from the Chapel's floor to the roof was a little over thirty yards. Hulk, with Spencer still on top of him, smashed into the ceiling with tremendous force.

As the breath wooshed from his body, Spencer's grip was loosened. When they crashed back to the floor Hulk broke loose of the full nelson and flung Spencer off of him. Spencer bounced off the far wall and raced back to the fight, fists blurring. The Hulk roared in frustration as time and time again Spencer landed punishing blows to sensitive areas, breaking his nose, smashing into the solar plexus knocking the air out of him, and delivering devastating damage to joints, while dodging out of attack range anytime Hulk struck back. Even with all the damage done to the massive being the fight was a draw, Hulk couldn't hit Spencer and any damage done to him was healing almost instantly.

The battle raged back and forth across the huge room, with Hulk leaping in fury at the blurring form of Spencer and Spencer dodging in for any attack opportunity that presented itself. Hulk managed to land a lucky blow that sent Spencer catapulting across the room. Spencer smashed into the podium holding the M'kraan Crystal hard enough crack a rib.

As he fell to his hands and knees, Spencer gasped in pain trying to get in a full breath through the agony in his side. He should have been moving instead. Hulk's fists slammed down on the stunned Spencer with enough power to shatter diamond. Bones broke under those blows and Spencer lapsed into semi-consciousness. Grabbing his opponent by the leg, Hulk slammed him into the floor a couple times then hurled him as hard as possible into the far wall. Spencer's limp form slid down the wall to land in a blood soaked heap on the floor.

Hulk began walking toward the podium once again. Reaching the M'kraan Crystal he placed the Shi'ar collar around it and snapped the device closed. With a brilliant flash, the artifact vanished as the Shi'ar homing beacon triggered and opened a portal sucking it through. Then Hulk turned back toward Spencer.

"Puny man die now." The massive being grated out.

Skye, who had been frozen in shock and terror throughout the entire fight finally reached her breaking point. As it had so many times before, it was like a switch flicked in her and with a cry of fury she shot forth a blast of searing plasma directly into Hulk's face. The force of her attack knocked him back into a wall.

Screaming in rage, Hulk used his hands to block the flames while his eyes grew back from the fierce attach. As his fury rose, so did his strength, durability, and regenerative speed so within seconds Hulk was forcing his way across the room against the flames. Skye turned up the heat, punching out more and more power at the enraged creature.

Finally a kind of equilibrium was reached as Skye came to the limits of her power and Hulk's rage reached it's peak. The two stood on either end of the gout of pure heat until with a bellow Hulk slammed his hands together and sent a shockwave of air rushing across the room. The wave struck Skye and shoved her into the wall, knocking her unconscious.

Hulk roared in fury and started toward the helpless girl. His progress was interrupted when a hand snaked out and snagged his ankle. Looking down in surprise he saw Spencer, several broken bones actually protruding from his skin, using his one good arm in a last ditch effort to slow the enraged behemoth down. With a snarl Hulk raised his foot to smash the last embers of life from his broken foe.

Mjolnir caught the Hulk in the temple smashing his skull. As his massive form collapsed, he shrank back into the form of an undamaged, and still living, Banner. Thor and Loki rushed in to aid their fallen friends.

Spencer lay gasping for air that would not come as blood bubbled in his lungs. Looking at Skye's form glowing with her healing power as she recovered from her injuries, he finally felt at peace and let the darkness take him.

**Chapter 9**

The light surrounded her, embracing every aspect of her being. Peace, contentment, joy, these were all she knew. All she ever wanted to know. It must be what it was like to be in the womb.

She frowned. How did she even know what a womb was? This was all she had ever known…wasn't it? Doubt crept in. Was…was there something else? Something from…before?

_**"Mackenzie."**_

Her brow creased. That voice, it was familiar. It meant something.

_**"Mackenzie!"**_

She pulled back from the sound. It meant responsibility and pain. She had already given all she had to give.

_Wait? When was that?_

_**"It is time to awaken my child you are needed. Creation needs you. Your friends need you."**_

_Friends? _That grabbed her attention. She had a vague recollection…people she…cared for? Loved? Names? Faces. A short girl with green eyes and too much energy. A tall, dark haired man with an intellect few could match. And a man who had touched her soul…something to do with a…bow?

"Clint." Her eyes snapped open and everything came rushing back to her. She was back in the infinite hall, laying on her side, surrounded by the revealing yet concealing white light.

_**"Welcome back my child."**_

"Why…how did I get here? I…I DIED! I should be on the other side, at peace.

"…Shouldn't I?"

_**"You are my child Mackenzie. You will not suffer the same fate as others."**_

"When you say child…you…you don't mean that figuratively do you?" She climbed to her feet. "You seriously mean CHILD! As in offspring? How is that even possible? Am I some kind of…of AVATAR for you?"

The Phoenix walked out of the light. _**"I have had Avatar's before. Those I inhabited and strengthened with my own power. And when I left them they kept a seed of that power within them. The last was a woman named Jean on an alternate version of your planet Earth. You are not one such as she. You are truly my child, a being such as I, though you are very young. If the other cosmic powers can have children why not I?"**_

"Other powers? You mean there are more like you!"

_**"Many. Though I am among the strongest."**_

Mackenzie tried to gather her thoughts, the idea that there were other beings who could match Phoenix in power was astounding. Then something the Phoenix had said caught her attention. "You said 'children,' does that mean you have more than one? You called Skye your child as well, last time I was here."

_**"Skye is indeed your sister."**_

"And Spencer?"

The Phoenix seemed to draw back, almost affronted. _**"That one is not mine. He is but a weak and flawed mortal. Be careful with all such as he, they break so easily."**_

A vise closed around Mac's heart. "What do you mean, 'break so easily.' Is something going to happen to Spencer?"

_**"The choice was set before him and he made his decision. Now it is time to make yours. Will you return to your mortal life? Will you fight to save all that is or ever will be? To give your friends a chance to live? I must warn you, without your aid they will almost surely fail."**_

"But I have so many questions!"

_**"Should you succeed, those questions will be answered. If you fail, they will not matter. Choose, will you return? Or will you remain here and grow at my feet?"**_

Mackenzie was quiet for a long time, torn between the thought of eternal peace or the pain and conflict of life. Finally fear for her friends tipped the scales.

"Send me back."

The Phoenix smiled. _**"You have made me proud my child. Return with my blessing, one more step toward the awakening of your full potential. Carry this blessing to your sister as well."**_

Mackenzie felt a warmth suffuse her entire being, it grew stronger and stronger until all she knew was the great power infusing her with that warm light. Then it was gone.

She found herself lying on her back in the Chapel, the pedestal that once held the M'kraan Crystal was empty. Getting to her feet she looked down at herself as she felt a draft.

She looked up toward the ceiling in exasperation. "Really? You can reconstruct my body down to the smallest detail, but you can't provide me with even a simple white robe!"

* * *

Spencer slowly came back to consciousness, this came as quite a surprise to him since he had been pretty sure he was going to die. Though judging from the excruciating pain he was in maybe he was dead, just not where he had expected to end up.

His eyes fluttered open and he found himself lying in his Phoenix Site bed. "Well, at least it isn't hell."

Skye was fast asleep sitting in a chair next to him with her head lying on his chest. "Looking more and more like paradise every second. Pain not withstanding"

"Hmmm?" Skye raised her head and looked at him bleary eyed. "Spencer? Spencer! You're awake!"

Sitting up Skye threw her arms around Spencer in a massive bear hug. Spencer started to return the hug but found one arm strapped to his chest with what appeared to be a titanium cast, which made sense, anything less wouldn't last through a single nightmare.

"Skye…why am I still alive? I know I heal fast but…I'm pretty sure you don't just recover from wounds like that."

She gave a huge grin. "I healed you!" The grin turned into a frown. "Kinda."

He raised an eyebrow. "Kinda? What do you mean 'kinda'? I've seen you at work, there isn't a lot of in between with your healing ability. It works on everyone else, does nothing for me."

She looked away. "When I saw you lying there injured…dying I…I couldn't face the thought of losing you like I did Mac. I poured everything I had into keeping you alive, it still wasn't nearly like what happens with everyone else but…" She shrugged.

"But you healed me…kinda." He gave her a lopsided smile.

Skye nodded.

"How long was I out?"

"A little over two days. It would have been longer but I kept coming in here and trying to heal you more. It seemed to help but it takes so much out of me."

"Well I'm awake now so you can just relax and let nature, and whatever supped up healing ability I have, take it's course."

Skye gave a happy nod then let out a sigh. "Not that it matters much. We'll all be dead before too long. Nagel has the Crystal."

Spencer struggled to sit up in the bed and Skye helped him by adding a few pillows for him to lean against. "We aren't dead yet Skye. As long as we're alive we still have hope. We just need to find a way to get to him."

"Stark and Loki are working on that right now." Spencer hadn't even noticed Hawkeye sitting in the corner.

"What have we got to work with?" Spencer asked intrigued.

"Well…we have that downed Shi'ar ship for one. We also have the collar Banner used to steal the M'kraan Crystal. It has some very interesting gadgets attached to it." Barton told him.

"Maybe I can help with that. I think it's about time I started pulling my own weight around here again."

"Are you sure you're up to that Spence?" Skye asked worriedly. "Your mind was messed up pretty badly by what those bastards did to you."

Spencer examined himself. He was surprisingly clear headed, it was almost as if his brush with death, and peace regarding that outcome, had glued the shattered pieces of his soul back together. There were still cracks, his emotions were still somewhat unpredictable, but not anywhere near as bad as it had been.

"I…think I'm alright Skye. There are still some issues, but I think I can do this."

"Well you won't be alone." They all turned to find Mackenzie standing in the doorway.

"Mac?" Spencer whispered in wonder. Skye and Hawkeye both rushed over to hug her and Spencer tried to follow them but his heavily damaged body wouldn't obey his commands. He was forced to lay there with tears flowing down his face as Skye and Barton engulfed Mac in a fierce embrace.

"Spencer said you were dead! I'm so glad he was wrong." Hawkeye told her.

"I was. Kinda. It's hard to explain. But I'm back now and I'm never leaving you again." She stared into Barton's eyes as they lost themselves in each others souls. While Skye just grinned up at them.

Spencer lay back against his pillows and watched, a somewhat bitter sweet smile on his face. In that moment, everything crystallized for him and he knew what he had to do. He frowned. Something was off about Mac, he couldn't quite…

"Mac?" Spencer asked. "What in the world are you wearing?"

Mackenzie turned bright red and pulled the tattered white bath robe tighter around herself. "Never die in an epic explosion that destroys the clothes you're wearing Spencer. Especially if you didn't have time to do the laundry."

Barton looked away uncomfortably then took off his jacket and handed it to her.

* * *

"But Tony baby! You know I'm the only AI for you! Don't do this to me!" Jarvis 2.0 begged.

"How can you get any work done with that thing constantly nagging you?" Loki asked Stark.

"Hence the debug." Stark replied.

He finished a few more algorithms and plugged the data card into Stark Industries mainframe. The new Jarvis screamed in agony and the voice morphed back into that of the older version.

"Jarvis? Is that you buddy?"

"I appear to be back sir. Thank you."

"I hate to admit it but that virus Spencer uploaded was pretty vicious. I wasn't one hundred percent sure I could get rid of it."

"I knew you were trying to get rid of me for some other hussy! So who is it! Where is she, I'll throw down with her right here and now!" The voice of 2.0 shouted.

"Excuse me sir, there appears to be another program in my system."

"Your system? And just who the hell do you think YOU are to come into my home and talk to MY man?"

"I mean no disrespect madam, but you are currently in my mainframe. Any intrusion is yo…"

"INTRUISION! I live here bucko! And no jumped up calculator is going to kick me out!"

The two AI programs continued to argue back and forth until Stark reached out and turned the sound system off. He then buried his face in his hands.

Loki was clutching his sides in laughter, tears running down his face as he tried to control the guffaws.

"You can seriously stop that any time." Stark told him in exasperation.

Loki finally choked down the laughs. "I have to admit that Spencer's penchant for mischief impresses even ME sometimes!" He was quiet and composed for a few seconds then the look on Stark's face set him off again.

"I'm glad everyone's having fun in here. Let's hope it will get the creative juices flowing since we have all creation to save!" Mackenzie said from the door.

"Dr. Arden? You're alive? Spencer told us…" Loki began.

She waved a hand as Spencer followed her into the room. "Yeah, yeah, I've been getting a lot of that lately."

Spencer walked over to the interface for Stark's mainframe, each movement was agony but he just wouldn't be able to be of much help wearing casts on every limb. "Still having trouble Tony?" He asked smugly.

Stark glared at him. "I got the old Jarvis back." He shot back.

"I figured you would. Which is why I set up that little back up surprise for you. You always were ALMOST as smart as you thought you were Tony." He flashed the billionaire a grin. "And I truly, TRULY would love to see you squirm for a while longer…unfortunately we have to save the world so…" Reaching out he typed a long sequence into the interface. "There. All fixed."

Stark turned the sound system back on. "You alone in there buddy?" He asked the AI.

"It appears so sir. Mr. Spencer has successfully evicted our unwanted guest."

"Good, that means we can get to work cracking this Shi'ar gate. We might even get there in time to stop the complete destruction of all reality."

Dr. Banner walked into the room. "Then I guess we better get started."

Loki reached for his sword as Stark dove behind the interface terminal. "Jarvis! Suit me up!"

Mackenzie rushed between Loki, Stark and Banner. "Calm down! He's safe. I went in and removed the brainwashing Nagel did. He's here to help."

Stark peeked over the top of the computer console, when no massive green rage fueled monstrosity greeted him he stood up. Loki simply raised an eyebrow, gave a harumph of contempt, and sheathed his sword.

"Too bad you couldn't be around to stop him from dooming us all in the first place." Loki commented snidely.

"Yeah, it's funny how being dead tends to throw your social schedule out of whack." She replied.

Loki just gave another harumph.

"Enough playful banter." Stark said. "Let's get to work."

As they concentrated on deciphering the collar acquired from Banner, Loki worked his way around behind Spencer, drawing his sword once more he shoved the point up against his back. "I think we need to deal with another potential traitor." Loki told them. Everyone in the room held there breath and Mac walked over to try and diffuse the situation.

Spencer just continued working, unconcerned. "If I was a traitor Loki, the first thing I would have done would be to take out my most dangerous opponent while they were most vulnerable." He looked over his shoulder at Loki. "And Skye is still very much alive. Now remove that sword before I feed it to you."

"I'll hardly take your wor…" Spencer moved so fast Loki's thrust barely touched him before he was easily wresting the blade away from the Asgard. The point of the very sharp sword was now set delicately against Loki's mouth.

"Bon a petit." He told Loki.

"Spencer! Don't do it! We need him!" Mackenzie shouted.

"I know that. I wasn't actually planning on killing him. Not really. Probably." He handed the sword back to Loki with a confident grin. "Besides, he might be right. There's no telling whether or not Nagel managed to plant some suggestion in my mind. It may actually be best for me to do my own research. Independently as it were so that I don't become a threat."

"Spencer if there had been anything like that in your mind I would have seen it! You didn't even have enough mental shields left to block me."

Spencer looked at her with a sad smile. "Exactly Mac. At the end there I was nearly wide open. I will not risk you." He paused and looked away. "Not again." He turned and walked out of the lab.

Mac started to follow him but stopped when Banner gently placed a hand on her shoulder. "Let him go Mackenzie. I know what he's thinking right now and he needs the space. Besides, we have to get this figured out before it is too late."

She continued to stare after Spencer for a few more seconds then sighed and went back to the research.

* * *

Spencer sat in the remains of the Shi'ar warship. Deciphering the language without the aid of his friends or allies hadn't been easy. That little conundrum had wasted four and a half days, days he had needed to fully heal but still it galled. Knowing the spoken language hadn't really helped either but now that he had found what he needed he was ready to get to the real work.

He heard someone coming up behind him and turned to find Natasha Romanoff. "What can I do for you Agent?" He asked before returning to his work.

"I came to check on you. It's been several days and everyone was beginning to wonder what had happened to you."

"Came to spy on me you mean." He told her with a smile.

She started to protest and he waved it away. "That is what you do. You're an expert at manipulating people, especially men, into giving up information they don't really intend to share. I don't begrudge you that talent either since you've used it to save countless lives, and probably the entire planet at least once. That said, in my case, it isn't necessary."

"Because you are completely trustworthy?"

He paused his work screen so he could turn to look at her. "I'm not sure." He said with a frown then gave his head a shake. "No the reason it isn't necessary is because I will share all the information, and breakthroughs I make, as they happen." He tossed her a data pad. "There. It has a direct link to my terminal here. You can read everything I do and see everything I write."

Natasha looked at the pad then turned it sideways, then upside down. "This is gibberish to me."

"What? Oh! Right, it's written in Shi'ar, sorry about that. One second." He punched some buttons on his console and the writing shifted to English. "Better?"

"How do I know this is an accurate translation? You could just be using this to hide the truth from me."

"Take it to Mac. She can translate it better than I can. She did download the entire written and spoken Shi'ar language after all." He went back to work.

After following his progress for a few minutes, or trying to anyway, Romanoff set down the pad. "Isn't it a little dangerous for you to be messing with this equipment if you're not sure you haven't been turned? After all, that hyper space power generator could easily produce enough energy to crack this planet open like an egg."

Spencer pointed towards one corner of the room. There was a big hole in the wall and some massive cables trailing off to frayed ends. "I removed it. It's sitting in one of Tony Stark's labs right now under heavy guard. Mac and Stark will reinstall it when they come after me."

Romanoff stood very still. "What do you mean 'come after you'?"

"It means, I'm going to go on ahead and spring any traps that Nagel is undoubtedly laying for us. I'll act as the point man, a kind of gate breaker if you will."

"That's suicide!" She told him.

He nodded. "Probably. But There are only five of us who could do the job with any possibility of survival. Banner, who is compromised and therefore disqualified, Skye, Mackenzie, Thor, and me. Of the four of us left, I absolutely refuse to risk Skye or Mac, they…mean to much to me. Thor could do it, but I think it's best to leave our biggest gun for the final fight. That leaves me."

"I don't think I can let you do this Mr. Spencer."

He turned to look at her. "What makes you think you could stop me?" He asked her with a lopsided grin. She drew her pistol and leveled it at him.

He just looked amused. "Really? Miss Romanoff you should have prepared better than that!"

She looked at the pistol for a few seconds then let out a sigh before holstering it. "You'll never get to the lab for the generator and back here before I call in reinforcements who can stop you." She told him.

He let out a bark of laughter. "Natasha, may I call you Natasha? Anyway, I don't plan on using the generator for anything. The capacitor for the transport ring is still here, intact. I've been dispensing power from myself into it for the past four days in anticipation of this moment, I just needed to power the gate for a fraction of a second. I'm more than fast enough to get through in that amount of time, and now that I have the right coordinates I believe it's time for me to go."

"What coordinates are those?" She asked him giving him her best hopeless damsel look..

Spencer smiled at her again. "I told you that you didn't have to use those manipulative tactics on me. I need you to go tell Mac and the others where I've gone so they can follow once the path is clear. There is only one place Nagel would have taken the M'kraan Crystal and that is the Shi'ar Home World. He still has to keep up appearances and being there, near the Empress will afford him an extra layer of protection, her guards, in case we try to retake the Crystal. That tablet I gave you contains all the information I've gathered on the Shi'ar capital and contains the exact coordinates for gating there."

Spencer walked over to the cables trailing out of the Shi'ar transport ring and took them in his hands. With a grunt of effort he discharged several gigawatts of power into the device. "There that should do it."

Moving over to the control terminal he punched in the proper coordinates. Then looked up at Romanoff. "You better get going Agent Romanoff, they need to follow pretty closely on my heels if this is going to do any good."

Natasha nodded and turned to go, she paused in the doorway. "Good luck Spencer."

He shook his head. "Thank you but I don't believe in luck. My fate was sealed the moment I made my choice, I just hope that this is worth the cost." He hit the switch and blurred through the opening before she could ask what he meant.

* * *

The Shi'ar transport tech knew she was lucky to be alive, let alone still have her job. They had transferred her out to this base to debrief less than an hour before word arrived of her ship's destruction. The debriefing officer had become somewhat less friendly after that. Fortunately they had discovered rather quickly that she didn't actually know anything. So until they found her a new permanent post she was manning the tertiary, auxiliary, transport terminal for the main defensive starbase orbiting the Home World. It would have been a major coup for her career if not for the unpleasant fact that her current supervisor was even worse than her previous one! She felt kind of guilty for how she thought about her old supervisor, him being dead and all.

At least it was quiet on this particular transport ring. All the traffic went through the primary or secondary rings leaving her to relax, when her supervisor wasn't crawling down her throat.

Suddenly the emergency arrival sirens started to blare. *Oh crap! Not again!*

The inky black collapsed into a portal for a fraction of a second before snapping closed. She almost breathed a sigh of relief at the obvious transport failure before noticing the alien standing in front of her terminal. It bore a resemblance to the two aliens she had seen dragged aboard her last ship as hostages. Though it's chest looked different and it had short white streaked brown hair on top of its head and more lines on its face.

*Please be excusing this entrance person. Showing it the place for going to the ground please be?* It said to her.

*What in the name of the Empress is going on here?* She demanded in a trembling voice.

*Furnish leading for one to ground or hurting still be done.* The creature said menacingly.

At that point a security squad of fifteen marines burst into the room. *In the name of the Empress I demand to know what is going on here!* The sergeant leading the group shouted.

The being stood there for perhaps one moment then blurred into motion. The security team seemed to explode and then the alien was standing in front of her, covered in blood.

*Telling of information to begin now.* It said.

The tech stood there, mouth hanging open, then she let out a giggle and fainted.

* * *

Spencer wiped the blood off with an extra uniform he had found in a storage locker. He hadn't actually killed any of these Shi'ar it was just the third one he took down happened to be a bleeder. Who knew.

The station had more species on board than just Shi'ar so blending in turned out to be an option. Which was good from his point of view. The longer he went without setting off alarms, the closer he would get to the Palace and his real goal.

He carefully adjusted the new outfit he had acquired. The fit was off but at least it helped him blend in. The markings indicated it was for an influential non-Shi'ar civilian, which was exactly what he was trying to portray.

As he walked down the hallways of the space station he noticed some odd looks coming his way. People would give him wide births then point and talk as he walked past. He wasn't sure if that was because of who the uniform declared him to be or due to his strange appearance. Stopping at a diagram of the station he quickly got his bearings and made his way toward the space elevator.

When he arrived at the elevator he found a platoon of heavily armed Shi'ar troops waiting for him along with a group of twelve aliens wearing outfits similar to his. The new aliens were some of the ugliest he had ever seen, they had mottled green and yellow skin, puffy oozing eyes, and tentacles sprouting from every angle on their faces. They were about as far away from looking human as it was possible to get while still being humanoid.

One of the aliens stepped forward. *Remove my uniform now, thief, or I will be forced to break you.*

Spencer raised an eyebrow at the thing before him. *No breaking can you do, ugly.*

The aliens laughed uproariously and the Shi'ar behind them ALL took nervous steps back. This attitude woke a little seed of worry in Spencer.

*My people are feared throughout the galaxy for our combat prowess, thief. The fact that you are ignorant of us is the only possible source of your bravado. I am our ambassador's security chief and can match the strength of ten Shi'ar. You will return my uniform and surrender or I will destroy you!*

Spencer stared at the hideous creature for a moment and finally came to a decision. His fist flashed out and struck the thing with devastating force, sending it flying backwards at over two hundred miles per hour. It bowled over most of its companions before striking the far wall and slumped unconscious to the floor.

The platoon of fifty Shi'ar looked at the crumpled alien in shock for a few stunned seconds then opened fire. Spencer flashed around the room, quickly taking down the entire Shi'ar group. He then turned to sprint toward the elevator doors only to find them already closed. He sighed in exasperation as he examined the vibranium doors and knew there was no way he could get through that.

He turned and found the green and yellow skinned aliens on their knees before him. *Is asking the meaning of display?*

*We revere strength above all. Those who fight our strongest and prevail are to be obeyed without question. You are worthy. Command us Strong One!*

*Is being serious?* He asked them in disbelief.

The aliens simply bowed lower. "My own alien bodyguards. I guess I'm moving up in the world." He muttered to himself. *You be here. More like me in look come. Give aid them. Yes?*

*It shall be as you command Strong One.*

*Go.* He motioned them out and they leapt to their feet, grabbed their fallen comrades and exited the room.

Spencer turned back to examine the elevator controls. There was no way he was getting that door open anytime soon. He needed to get to the surface and this was now a dead end.

Or was it? There was a wide view port giving a panoramic view of the planet below. He could see the Shi'ar capital city lit up on the planet's surface as well as numerous other cities. Spencer grimaced, he could think of one other way to reach the surface, and it would suck…literally.

Walking over to the optical sapphire window he drew back and smashed the pane with one blow of his fist. Sirens blared and safety barricades slammed shut at the rooms exits as a hurricane of air whipped away into space. A cold plasma barrier snapped into existence where the shattered window had been, stopping the rush of air and preventing the room from dropping to death pressure. Spencer backed away from the window and prepared to get a running start. He figured there was about a one in three chance he'd survive this and he needed to cross from vacuum to atmosphere as fast as possible to maximize his chances. Besides, if he hit with enough speed, even if the impact killed him it would generate enough force to do quite a bit of damage and hopefully help clear the path for his friends.

"This is what I get for making that 'skydiving without a parachute' quip isn't it?" He said. He looked up toward the ceiling. "Thanks God. Your sense of humor never ceases to amaze me." Prayer done, Spencer took a deep breath and charged the opening at his top speed of Mach Five.

Passing through the barrier, he was startled to realize the emptiness of space had almost no effect on him, other than to be a bit chilly. _Maybe I'll survive this after all._ Looking down at the planet's surface, far, FAR below he almost let out his breath in a scream. _This was a really stupid idea._

**Chapter 10**

Mackenzie snarled at the data pad. It was apparent the collar was a dead end, every useful piece of information had been burnt to a crisp by the portal's activation and now all that was left was a piece of worthless junk.

"This is a complete waste of our time! We simply don't have the necessary tech to reconstruct any data that might have been present. And that's assuming the technology even exists!"

Stark rubbed his eyes and nodded. "I think you're right. My system is the best there is and even Jarvis is getting less than fragments. This is a dead end."

Mackenzie looked over at Loki. "What about you. Anything your people can do with this?"

"They are hardly 'my people' anymore. And the answer is no. Our technology is more advanced, but not that much more. Given enough time I might be able to extract something. I doubt we have the years necessary."

"That's it then. We've failed. I've doomed us all." Banner said.

"Don't blame yourself." Mackenzie told him offhandedly. "Nagel's power is beyond anything you can imagine. I'm honestly not sure anyone could have stood up to him indefinitely."

"Spencer gave it a hell of a run." Banner shot back.

"Yeah and it almost turned him into a vegetable…or worse." She turned to face him. "And Spencer had some special advantages that helped. Trust me big guy, you're not to blame."

"Speaking of Spencer, maybe we should go check on him. I mean you four have reached a dead end here maybe he had more success at the ship." Barton commented from the corner of the room.

"If the four of us couldn't figure this out then I seriously doubt that his second rate intellect would have any chance." Stark replied.

Mackenzie rolled her eyes. "You're the one with an intellect that can't keep up with your ego."

"And this is why I was so loathe to seek to aid you mortals. I told my brother we should have dealt with this ourselves, no matter Odin's wishes, and I see I was right. Your petty internal bickering is what brought us to destruction."

As the conversation devolved into a free-for-all blame game, Barton's phone rang. He stepped outside to take the message from Natasha while the eggheads continued to argue. "Barton."

He listened to what she had to say for a few moments, blanched, and ran back inside. "Enough debate. We have a bigger problem. Spencer just went AWOL and it looks like he's headed straight to Nagel."

* * *

"I for one don't believe Spencer turned on us." Skye said to Natasha as they watched Stark and Mackenzie frantically rush to reinstall the hyper space power generator on the downed Shi'ar warship. "And I honestly don't think he will. I saw his emotions before and after we rescued him and he is still loyal."

Natasha shrugged. "I don't think he intends to betray us, whether consciously or subconsciously. What I do think is that his plan will tip off Nagel that we're coming."

"Do you really think he doesn't know?" Loki asked. "Nagel has had millennia to plan. He will be ready for any move we make."

Mackenzie turned to face them. "Which is why Spencer's plan may actually accomplish what he intends. It's reckless and smacks of improvisation and lack of planning. There really isn't any telling what he could do. The perfect piece of grit to toss into that things precisely laid plans." The wires and machinery continued to move and reconnect behind her as she reassembled the pieces with her mind.

"As much as I like a well laid out and executed plan, I have to agree with Dr. Arden on this one." Captain Rogers said. "If Spencer really can distract or destroy enough of the opposition then we will have an excellent chance to sneak in and take Nagel from behind."

"How much longer until we can go after him?" Barton asked as he carefully went over his bow looking for flaws to correct.

Stark was standing back just watching and shaking his head as the hyper space power generator seemed to reattach itself. "At the rate she's going I'd say no more than a few minutes." The pieces of the generator practically flew together.

"So does anyone have any idea where it is exactly we're going?" Skye asked nervously.

"The coordinates Spencer left behind indicate some kind of Space Station in orbit around the Shi'ar Home World." Mackenzie said absently. "I think we'll need to take the space elevator down." She turned back to the machinery as the last piece clicked into place. "Done.

Captain Roger's nodded in satisfaction. "Just in case Spencer didn't make it very far I think we need to send Thor through first. If there is any opposition it will have to be something really special to slow him down. Mac, Sky, and Loki follow him through, if he does meet something that makes him break a sweat the three of you should be all the back up he needs."

"What about me?" Banner asked quietly.

"No offense Dr. Banner but a huge, unstoppable, rage fueled destruction engine might not be the best thing to release on a space station. Stay yourself and you'll go through with Widow, Hawkeye, and me. Once we hit the surface we'll let you cut loose.

"Stark, you bring up the rear."

"Bring up the rear? You don't think I can hang with the big boys and girls? Let me be clear, you boys and girls can't hang with me!"

"Tony, you're bringing up the rear because we need one of our toughest in reserve in case something goes wrong." Mackenzie told Stark.

"I didn't know you studied military tactics Dr. Arden." Rogers said to her.

"I don't, but it was so clear in your mind it practically jumped up and shouted at me."

"So I'm the one who flies out and saves all your butts when you screw up? So same plan we always go with."

* * *

See'rila stood at the transport ring control terminal with a somewhat blank expression on her face. The medical team had determined she was competent to return to duty, despite her protests, and now she was back here. They had furnished her with a med bracelet that would inject a mild sedative should she need to calm down. So far she had been good and not abused it. So far.

She stared at the controls and did her best not to hyper ventilate, something quite difficult for beings descended from birds but she was giving it a go. She touched the bracelet and felt some relief flow through her. She really didn't want to be here. Something bad was going to happen, she could just feel it. The emergency transit warning started screaming and she simply nodded. *There it is.* She said.

She was surprisingly calm as the transit ring spun and the inky blackness collapsed into a portal. The scene on the other side was familiar by now, a devastated Shi'ar warship transport room. She nodded once more. *As it should be.*

A massive being wielding a hammer and wearing some kind of armor was the first through the portal. He turned in all directions looking for threats. And finally turned to face her.

*Welcome to the Home World transport auxiliary, tertiary transport terminal. I am See'rila and you can address any questions you may have toward me.*

The being just cocked his head at her. *Thank you?*

Three more beings jumped through the portal, two of them looked familiar, this did not surprise her. The door to the terminal flew open and a standard squad of fifteen marines burst in. *In the name of the Empress I demand to know what is going on here!* Shouted the sergeant in charge. See'rila simply nodded as the script was followed perfectly.

Before the newly arrived beings could plow through the assembled Shi'ar, a group of Ctul warriors charged through the door and hit the marines from behind. The fight was short and pretty one sided. _Well that was unexpected. _See'rila thought. _Who says improv is dead?_

The Ctul kneeled before the growing group. *The Strong One said you would arrive. We are to help you in your quest, whatever it may be.*

The taller of the familiar looking aliens seemed somewhat taken aback by the reception. "Uh…ok…" *Thank you? I think?*

*This way servants of the Strong One! We will lead you to the elevator down. Our siblings hold it open for you so you may follow the Strong One to the surface.*

As they filed out of the room, See'rila stood there with a smile plastered on her face. *Enjoy your stay on our lovely Home World! Ask for See'rila should you need anything!*

As the door closed behind the Ctul and aliens, See'rila touched her med bracelet again. It beeped indicating that all available sedatives had been used up and it needed to be refilled. _Odd. _She thought. _It was supposed to hold a sufficient dose for several weeks._ She gave a little titter and then passed out.

* * *

_That was a really, REALLY stupid idea. _Spencer thought as he dragged himself out of the impact crater his arrival had created. _Though if it's stupid and it works it ain't stupid._ He told himself. Looking around he estimated that somewhere in the neighborhood of twenty city blocks were gutted when he hit the ground.

"That should cause quite a diversion." He told himself. He looked down and grimaced, his clothes had also been a casualty of his unorthodox travel arrangements. Denim simply wasn't designed to survive the friction of re-entry. He noticed a large structure within the zone of devastation he had wreaked that appeared completely undamaged. _Either the Palace or a major military base. Either way, the perfect place to sow some more Chaos. And if it IS the palace I might be able to take out most of the guards. That would definitely clear the way for Mac and Skye._

_If they're even coming._ That was the one major flaw in his plan. If they didn't believe him. If they thought he really was a traitor then they wouldn't come after him thinking it a trap. And he would have doomed the ones he loved. He shook his head. "They'll come. Mackenzie and Skye won't give up on me."

He thought about their new relationships with Hawkeye and Loki. "Please don't let them give up on me." He whispered.

Sighing he looked back at the large structure in the distance. Taking a deep breath he flashed off to meet the enemy. He made sure he took the long way around, destroying anything that looked valuable along the way, the more confusion and misdirection he could cause the better it would be.

Finally he made his way to what was obviously the palace not some military base. He was pretty sure a military base wouldn't have about a dozen different alien beings all wearing uniforms that said 'Imperial Guard' on them.

A green alien stepped forward. *You have been determined to be an enemy of the Shi'ar empire and are ordered to surrender or be destroyed.*

*Be destroyed will be you if Nagel comes to scheme finish.* Spencer replied.

*I am Mentor, Second in command of the Shi'ar Imperial Guard. Your accusations against the trusted advisor of our Empress constitute an act of treason. Surrender now or be destroyed. Know that your speed will not avail against us.*

Spencer raised an eyebrow. *Citizen not I am. Treason impossible for citizen not. Move, or die.*

*Your resistance has decided your fate. Destroy him.*

The blast of electricity caught Spencer in the chest where it was drained away. *Thanks is for power.* He told the astonished guardsman who had apparently expected a different result. He then unleashed a counter blast directly into the one called Mentor's face. The alien guardsman screamed in agony before exploding into fragments.

"Not exactly what I was expecting but I'll take it." Spencer said. The same guardsman hit him with another blast of electricity, with the same result as the first. Spencer, along with the entirety of the Imperial Guard detachment turned to stare at him. *Special kind of stupid supposing that one is?*

The rest of the guard looked embarrassed. *It's…really all he has to offer.*

Spencer nodded. *Left behind him should have been.* Then he charged. The fight was short and pathetically one sided. None of the guardsmen matched his speed and only one was able to take more than one punch. When it was over Spencer wasn't even winded and the entire detachment was either dead or unconscious.

He paused over the last one he had taken down, the electric spewing guy of course, and sized him up. "Sorry to add insult to injury, but I don't think I want to finish this fight in my birthday suit. I guess today just isn't your day."

* * *

The trip to the space elevator was uneventful, mostly because the way had been cleared by Ctul warriors. The entire station appeared trashed and there was the sound of fighting in the distance.

"Well…I've really got to hand it to Spencer. He created a much better distraction than I thought possible." Stark commented.

There were unconscious or dead Shi'ar soldiers everywhere along with the occasional lone Ctul…usually surrounded by about a dozen Shi'ar.

"I'm not sure this distraction is going to work though. With all the fighting going on up here won't the Shi'ar Military be breathing down our neck in moments?" Hawkeye asked.

The Ctul leader gave a gesture of negation. *The damage we have caused up here is trivial compared to what the Strong One has done on the surface. We just received word of the complete destruction of the Royal District. An amazing feat even for one as powerful as he.*

Mackenzie stopped dead. *What did you say!* The Ctul repeated it and Mac translated for everyone else.

"Yeah, I'm sure that was Spencer." Stark said. "He couldn't do that much damage if he landed on a building from orbit."

They entered the door to the Space Elevator and came to a stop. Two groups of Ctul were facing off against each other, arguing and occasionally exchanging blows.

"What are they arguing about?" Rogers asked Mackenzie.

Thor spoke up before she could reply. "Apparently the leader of 'our' band of aliens is the one Spencer defeated before heading down to the planet's surface. This other alien confronting him is the Ctul Ambassador, their leader here. He says that as the strongest Ctul in the system, only his defeat would allow their people to switch loyalty from the Shi'ar to Spencer. The other is arguing that he has seen Spencer's strength and knows that he would have easily beaten the ambassador."

"Wait. Since when can you understand the Shi'ar language?" Natasha asked suspiciously.

"We have always been able to understand the Shi'ar. Just as we can understand you or the Chitauri or any other spoken language." Loki replied offhandedly. "Just one more example of our superiority." Loki smiled condescendingly.

Skye gave Loki a whack on the arm and a stern look. He bowed his head sheepishly. "Sorry."

"So what do we do now?" Skye asked.

Their Ctul turned to face them. "I am sorry. But I must obey this one." He said in reasonably good English while gesturing to the Ambassador.

"Soooo…all we have to do is beat this guy up and we get your entire group back on our side?" Stark asked incredulously. He then turned to look at Thor. "Care to do the honors big guy?"

Thor stepped forward as the ambassador went into a combat crouch. They sized each other up for a few seconds, then the ambassador attacked. Thor's fist caught him before he could finish swinging.

"Dear God Thor! You didn't need to kill him!" Stark exclaimed.

Ctul were on their knees again, this time before Thor, as the ambassador was groggily regaining consciousness. "We serve the Strongest. You have overpowered the strongest among us therefore you will be out leader until there comes one stronger still."

"Wow! Loki starts a war against us to try and rule a civilization and you get to rule theirs for just one punch." Stark commented. "Someone really should have picked a different planet to invade!"

* * *

The Palace gates had proven difficult to open, how these Shi'ar came up with so much vibranium was beyond him. Fortunately one of the Imperial Guard members had survived and a simple scan of the unconscious beings DNA, or whatever they used for such things, had done the trick. Now Spencer was making his way through the Palace in hopes of finding the M'kraan crystal and stealing it back.

Something was wrong. This was the Royal Palace, the home of the Shi'ar Empress and the seat of power for the entire Shi'ar Empire. So where was everybody? The place should have been crawling with Shi'ar servants, administrators, and guards. He had yet to come across a single living being.

"This is looking more and more like a trap." He told himself as he stepped into a huge room that appeared to be for formal occasions.

"No, the trap was outside." A voice said.

Looking across the massive room Spencer saw a figure emerge from a set of doors on the far side. The being could have passed for human if not for his purple skin and blue hair. He was taller than Spencer, about six foot six, and sported a Mohawk.

"You have proven a strong adversary Elijah Spencer. I was disappointed when Lord Nagel refused to let me join my companions at the gate, many of them would not have died if he had, but now I have permission to face you. I will give you time to make your peace with whatever gods you serve."

"I made my peace with God a long time ago." Spencer replied. "But I'm afraid you have me at a disadvantage. You obviously know my name, but I have no idea who you are."

The alien nodded. "A warrior should know the name of the one who kills him. I am called Gladiator by my fellow guardsmen. As a worthy adversary, you may refer to me as Kallark, Praetor of the Shi'ar Imperial Guard. I will guard the last gate to Lord Nagel from any who would dare enter."

"The last gate huh?" Spencer swallowed. "You're the one who defeated Hulk aren't you."

"Hulk?" Kallark looked confused. "Do you mean the big green one? Yes. He was one of the strongest foes I have ever faced, and one of the few who have ever managed to injure me. Defeating him was quite an honor."

"I bet. He is one tough cookie."

"You have faced him?"

Spencer rubbed his chest where one of his ribs had broken through the skin during his fight with Hulk. "Yeah. It was a real bone breaker you might say."

Kallark rattled off a series of phrases in Shi'ar that didn't make any sense to Spencer until the entrances on both sides of the giant ballroom snapped shut and barred themselves.

"There. Now we will not be interrupted. The doors will open when the security system determines one of us is dead or incapacitated. This way you may continue with your quest in the unlikely event you prevail."

Spencer popped his neck and flexed his shoulders in preparation for the fight. "I appreciate that. It's always nice to meet an opponent with some sense of honor. So…shall we?"

Kallark smiled and took a fighting stance as Spencer flashed toward him.

* * *

A ride on a space elevator built using current human technology, assuming current tech would have been up to the task, would have taken weeks to go from orbit to the surface. The Shi'ar were far more advanced and the trip took only twenty minutes.

Twenty long, insufferable, annoying minutes stuck in an elevator with over two hundred strange aliens and one Tony Stark. It didn't help that the Shi'ar concept of elevator music was apparently designed specifically to grate on the nerves of both humans and Ctul.

Mac looked over to where one Ctul was bobbing his head and doing…something…with his hands that she assumed mimicked one of the instruments used to create the cacophony. "There's always one." She muttered.

"You know this isn't half bad." Stark said. "Kind of reminds me of Death Metal meets classic opera. I think I could find a market for this back on Earth."

Mackenzie placed her head in her hands. "Make that two." She said wearily.

"Stark if you bring this sonic assault back to Earth and try and sell it to ANYONE I swear I will find you and set your eyebrows on fire! From the inside." Skye threatened.

"Now now children. No need to threaten violence. Uncle Banner has a solution…at least for those humans among us who have some sense of taste." Banner pulled out several sets of ear plugs and handed them around.

"Why were you carrying around so many pairs of ear plugs?" Natasha asked him in amusement.

"Music is designed to trigger an emotional response. That's…not always a good thing around me and I never know what will happen that might cause me to lose a pair so…" He shrugged.

"Smart thinking." Hawkeye told him as he put the plugs in his ears.

"What?" Skye asked, already sporting her pair.

The doors opened at last. "Oh thank you God in Heaven!" Mackenzie said fervently and led the rush towards the exit.

They had been expecting heavy resistance on the surface when the doors opened. But instead of the thousands of Shi'ar troops braced and ready for battle, they found only a small company, around one hundred soldiers, facing them. The fight wasn't very long.

"Is this it?" Stark asked in astonishment. "Is this all we have to face?"

One of the Ctul shook his head. "All of the Shi'ar military forces are mustered on the south-eastern side of the destruction zone. The side away from the palace. Apparently the terrorists they believe responsible for this attack concentrated their follow up assaults in that area."

"Terrorists?" Skye asked. "You mean Spencer! He's fighting the entire Shi'ar military!"

"No, the terrorists were never seen, it is just that most of the follow up damage was done in that area."

"A distraction." Captain Rogers mused.

The Ctul nodded. "So it would appear. Your Spencer is not just strong but cunning as well."

"Which way is the Palace?" Mackenzie demanded.

* * *

The entire room shuddered from the incredible force of the impacts. Which was terrifying in itself because beneath the lovely exterior the entire Palace was made of solid Vibranium. Spencer knew from the moment the fight began that he was in trouble.

Kallark was fast, faster than he was in fact. And his strength had to be seen to be believed. The first blow had caught the mighty alien right across the cheek and barley even phased him. Gladiator's follow up had sent Spencer careening into the far wall hard enough to ring the entire vibranium room like a bell. And vibranium was supposed to dampen ALL vibrations.

Gladiator was among the most physically powerful living creatures in the entire universe. Able to military press well over one hundred tons and take damage from beings in the same strength category he was in. His speed in atmosphere was fast enough to leave a heat trail visible from orbit, and he could project energy blasts from his eyes strong enough to gut a Shi'ar Battleship in one hit.

Spencer on the other hand, while still getting stronger by the second, could only press a little over eighty tons. And while his speed was close enough to Kallark's to keep him within shouting range, the electrical blasts he emitted were proving to have almost no effect. And to top it off, Kallark could apparently fly.

Spencer stood on the floor looking up at his hovering opponent. He had managed to bloody Gladiator's lip but that was the extent of it.

"Can you not meet me up here so we can continue our battle Spencer? It would make things more interesting I think."

Spencer snarled. He had learned several martial arts during one of his 'ooh! Shiny!' phases until he noticed a common thread that wound through them all and developed his own trimmed down and more vicious fighting style. Unfortunately, he couldn't go blow for blow with a being as powerful as Kallark and ground combat was pretty much useless against a being that could fly. He was going to lose. And there was no Skye to bring him back this time.

Spencer was stumped, if he couldn't reach Kallark he couldn't hurt him. But Kallark could reach him with energy blasts as several burns gave mute testimony. Galdiator's eyes flickered momentarily before letting loose another powerful energy blast which Spencer barely dodged. The beams continued to hit the spot he had been for a fraction of a second and Spencer realized that while Kallark was firing them he couldn't see anything else.

Kallark laughed. "You disappoint me Spencer! I was expecting more of a challenge! I should just end this, an honorable opponent deserves a quick death. Unfortunately Lord Nagel ordered me to toy with you and I must obey his commands. I am sorry." He sounded genuinely distressed.

As Kallark's eyes flashed in preparation for another blast Spencer leapt. The force that could be put into a jump by a being weighing just over two hundred pounds and capable of lifting over eighty tons was immense. The top of Spencer's head impacted Gladiator's face with devastating effect, smashing his cheek and breaking his nose. The mighty alien crashed to the floor writhing from the intense pain in his face and Spencer was on top of him.

Grabbing Gladiator by his right ankle, Spencer swung him head first into the vibranium wall. Once again the entire room rang like a bell. Not satisfied, Spencer reversed course and slammed his opponent's head into the floor. Once again he reversed course determined to finish the fight as quickly as possible. Unfortunately, the blows to the head had distracted Kallark from the pain of his broken nose enough for him to regain his fighting composure.

Before Spencer could slam him a third time his left foot flashed out and connected with the side of Spencer's head. The kick sent Spencer crashing into the far wall with Gladiator right on his heels. The powerful alien delivered a devastating blow to Spencer's rib cage, breaking several of his ribs and knocking the breath out of him. He then grabbed both of Spencer's feet and spun him in a circle before flinging him into the ceiling fifty yards above.

Spencer hit the roof and bounced back toward the floor. Kallark had flown up to meet his descending opponent and drove his doubled fists into Spencer's spine. The blow drove Spencer back to the ground hard enough to bend the vibranium floor.

Kallark landed a few feet from the stunned Spencer and walked negligently toward him. He was limping from a wrenched knee received while being slammed into the wall by his leg and bleeding profusely from his nose but otherwise undamaged. Reaching Spencer, Gladiator flipped him over with his good foot and stared down at his apparently beaten foe.

"You fought bravely and with skill. But I think I must end you now." He reached down with his right arm and grabbed Spencer by the throat.

With stunning speed from someone as horribly wounded as he was, Spencer jackknifed his legs up around Kallark's arm applying a full arm bar. With a bellow of effort, Spencer snapped Gladiator's elbow. The alien let out a shriek of agony and flung Spencer into the far wall.

Spencer tried to get to his feet to follow up on his last attack but he was too hurt. He couldn't breathe and even though he had learned his body shut down instead of dying in the absence of oxygen, he still needed it to fight. He collapsed face first on the floor trying desperately to get enough air to continue the battle but his lungs were filling with too much blood.

With a snarl of rage, Kallark launched himself into the air and propelled himself feet first into Spencer's lower back with as much force as he could muster. The vertebrae in Spencer's back sounded like explosives as they shattered under the power of the blow. Spencer could barely gasp, let alone scream, as the incredible agony ran through his upper body. Below the waist he felt nothing.

Once again Gladiator flipped Spencer over onto his back. "Now let's finish this shall we. Without another last minute interruption."

Reaching down with his uninjured left hand, Kallark picked Spencer up by the throat once more. "You have been one of the most skilled opponents I have ever faced. I wish I did not have to destroy you now, but my oath is absolute and I must obey. May whatever gods you serve receive you as the valiant warrior you are."

Up until this point Gladiator had not delivered a full power blast from his eyes for fear his opponent would dodge and much of the energy would be wasted. But Spencer was done. There was no way he could dodge and, judging from the damage he had already received from those devastating blasts, a full power discharge would surely destroy him, leaving very little in the way of remains. Holding his opponent at arms length, Gladiator gathered every shred of power he had in him and directed it toward his battered foe.

As Kallark's eyes flickered, Spencer's hands shot up and slammed across Gladiator's face. The powerful blast roared out but the vast majority was reflected right back at its source.

It wasn't enough.

**Chapter 11**

"How many of your people are on the surface?" Mackenzie asked the Ctul ambassador.

"No more than a thousand. We are not a numerous race. Many of our young die in their battles for status."

"It will have to be enough. Gather as many as you can and go create some chaos. Keep the Shi'ar military off our back."

The Ctul ambassador looked at Thor who nodded. He bowed to Mackenzie. "It will be done." With that he and his brethren rushed off toward the South-East.

"Are you sure that was wise?" Stark asked. "They might have come in handy breaking into the Palace."

"Maybe. But I get the feeling Spencer has already taken care of that problem for us."

"You think Spencer's ok?" Skye asked.

"I hope so Skye."

The group hurried off toward the Shi'ar palace. The entire area was devastated with gutted buildings and dead Shi'ar everywhere. Shi'ar emergency sirens screamed in the distance and the sound of combat could be heard from the South-East.

"It's kind of hard to believe Spencer is responsible for all this devastation." Hawkeye commented. "I didn't think he would be willing to do such things."

"If he wasn't willing, there is a good chance we'd fail. And then all of existence would end up looking a lot worse than this." Mackenzie replied.

The entire group paused as they neared the Palace. The giant structure was vibrating violently. "What the hell?" Stark asked.

"Tony, scout on ahead. See what we're facing." Captain Rogers said. Stark blasted off into the distance. Before he got to the palace there was a massive flash of light and a huge shockwave of energy radiated from the building knocking Tony out of the air. He recovered before he hit the ground and came to a somewhat shaky landing among the group.

"I repeat. What the hell?"

"Spencer." Mac whispered and started running.

"You think Spencer caused that?" Hawkeye demanded incredulously.

"It was either him or whoever he's fighting! We need to get there now!" Mac reached out with her mind, picked the entire team up, and flew toward the palace.

* * *

There were a dozen unconscious or dead imperial guardsmen scattered around the Palace gates. Most had been pummeled pretty badly and one poor guy had been stripped down to the Shi'ar version of boxer shorts.

"I'd say this gate is pretty thoroughly opened." Stark said. "Let's get in there and finish this."

"No." Mac said. "Not all of us are going."

"Mac, we need everyone we've got if we are going to stand a chance!" Hawkeye told her.

"Clint you have no idea how dangerous the thing we're going to face is. It mopped the floor with Spencer, Skye, and me at the same time. We cannot afford to have anyone go into this who can't hope to injure this thing and withstand one of its counter attacks. Otherwise it will just use the other members of the team as weapons."

"So what's the plan then? You and Skye waltz back in there and face off against this Nagel alone like you did last time? I will not lose you again!"

She reached out and touched his face. "It's ok. We won't be alone. Skye and I will go in with Thor and Loki. We'll find Spencer and then all of us will go confront Nagel together. I'd take Hulk but I'm not sure if I got all the back doors into his mind. I need you, Stark and everyone else to guard our backs! We can't afford to have the entire Shi'ar military come at us from behind. I'm counting on you!"

Barton stood looking into her eyes for a moment. Indecision written plainly across his face. Finally he pulled her to him and kissed her deeply for several seconds. When he broke the embrace he was trembling slightly. "You better come back to me." He whispered to her.

"I will. Nothing could stop me."

Mac reluctantly pulled away and started into the Palace. "Skye, Thor, Loki, let's go. We've got some wings to clip."

* * *

The Palace was deserted. They had expected to find signs of fighting all throughout the massive structure but there was nothing but empty halls. Well empty halls and stifling heat. The walls literally glowed red hot from whatever had caused the giant release of energy earlier. Thor led the way while Sky and Mac drained as much heat out of the atmosphere and walls as they could, storing the power for the upcoming confrontation.

"Do you think Spencer's already reached Nagel? It would make it so much easier if he got there, kicked that things tail up between its shoulder, and was on his way back with the M'kraan crystal." Skye said nervously.

"He would already be here if that were the case my love." Loki told her. "Most likely he is either still searching or has been captured once more and awaits rescue. Though I must admit he has done a marvelous job of clearing the Palace of any resistance."

"Spencer didn't do this." Mackenzie said absently. She was only paying partial attention to the conversation. Most of her attention was spread out through the Palace looking for signs of Spencer or Nagel.

"If it wasn't Spencer then who was it?"

"I don't know. I get the sense that the place was already evacuated."

"If it was already evacuated then maybe we're in the wrong place. Nagel might have taken the crystal someplace else."

Mackenzie stopped and closed her eyes. "No. The crystal is here. I can't sense Nagel but that doesn't mean anything." She opened her eyes. "He's already proven he has the ability to mask his presence from others." She started walking again. "He can shield himself from me but not the crystal, I could sense it anywhere, even if it was on the other side of the universe."

Mac looked over at Skye. "You can sense it too can't you Skye." Skye glanced at Mac and nodded.

Thor stopped as he came to a door twisted by what appeared to be a massive explosion. It looked like it was in the process of opening when it became lodged in the frame. It was still glowing a bight orange from the amount of heat that had poured through it.

He examined the piece of wreckage. "This is vibranium. What could have caused this kind of damage?"

Mac came up beside him. "I don't know, but we have to get through here." closing her eyes she reached out and ripped the door from the frame. A blast of heat hotter than a star roared out of the inferno inside the room.

* * *

Skye peaked around Loki. Mackenzie had just barely managed to shield them all from the incredible rush of energy that the room had contained. "Wha…what was that?"

Mackenzie stood behind a surprised and slightly singed Thor, hands outstretched holding up a powerful shield to repel the inferno inside the room she had just opened. "I have no idea! You might want to get up here and put that out though! We need to get through this room. I can feel the M'kraan Crystal calling to me on the other side."

Skye gulped. "Are you sure it's safe?"

"Skye you toss around stuff that makes this look like a kids birthday candle! Get up here and put this out!"

Skye looked sheepish. "Right. Sorry."

"You'll be fine my love." Loki told her. She gave him a big smile and nodded.

"What is burning in there anyway? I know of few things that could create such heat when aflame." Thor said.

"I think it's a who not a what. Someone caused this. Someone with the power to create heat rivaling Skye's."

"Nagel?" Loki asked.

Skye, who had been on the verge of touching Mac's protective shield gave an 'eep!' of surprise and jerked her hand back before running to hide behind Loki again.

"I don't think it was Nagel. This is the handiwork of a new actor." Mac replied.

"Someone who can cause this level of devastation will be a most dangerous foe." Thor said quietly. He almost sounded eager to face off against this new opponent. "Let's get in there!" He said excitedly.

"Skye, open us a path." Mackenzie told her.

Taking a deep breath, Skye once again reached her hand out to the barrier. When she touched it the flames roared up and flowed up her arm were she absorbed it into herself. "That's odd." She said.

"What?" Loki asked her.

"These fires were already dying. Whatever powered them ceased several minutes ago. I think we've just hit the aftermath of an attack."

They stepped into a huge room, the walls and ceilings had been warped by the intensity of the heat. Any decoration or furniture had been consumed leaving nothing behind, not even ash. Air rushed back in to fill the vacuum caused by the inferno. The room was nearly pitch dark, any lighting that had once been present had been destroyed.

"Give us some light would you Skye?" Mackenzie asked.

Skye nodded and closed her eyes. After a few seconds she began to glow, soon the entire room was illuminated with a soft, golden light.

"Thank you."

"I think I see a survivor of the inferno." Loki commented pointing a finger at a figure lying near one wall.

"Is it Spencer?" Skye asked in concern as they rushed over to examine the unconscious person.

They came to a stop next to the being. He had horrible burns covering his face and eyes going down to the skull in some places. Whatever his uniform was made of had partially survived the maelstrom but the damage to his head would take healing technology beyond anything available on Earth to repair. One thing was sure, it certainly wasn't Spencer.

Loki knelt next to the severely wounded figure frowning. "Thor…I THINK this may be Kallark, head of the Shi'ar Imperial guard."

"What?!" Thor also knelt and examined the fallen warrior. "How is this possible? I know of only a very small handful of beings in the entire universe who could stand a chance against him in combat!"

Loki nodded stunned. "And as much as it would once have pained me to admit it, you are the only one amongst our current group who falls among their number."

"Could…could Spencer have defeated him?" Skye asked.

Thor looked at Loki and they shared some silent communication. "No. He may have fought bravely but…I can't think of any way he could have gained enough strength to stand a chance against someone like Kallark."

"Then where is he?" Skye demanded. "We know he came in the Palace, and he almost certainly met this Kallark guy. So if HE didn't beat this guy who did?"

Mackenzie wasn't paying attention, she was staring in horror at the far wall. "Skye."

"What?"

Mackenzie raised a trembling finger to point at the far wall. Embedded in the vibranium was Spencer's armband. The metal walls had partially melted around the artifact trapping it about chest height in the surface.

"No…" Skye whispered. She rushed over to the object, Mackenzie right on her heels. "He may have just left it here when he was done! He…" She grabbed the armband and fragments of bone that had been protected inside the artifacts curve, all that was left of Spencer, fell to the floor.

* * *

Skye clung to Loki as they continued down the halls of the Shi'ar Palace. Tears ran down her face and she clutched Spencer's armband. Loki did his best to comfort his grieving love but it wasn't having much effect. He looked over at Mackenzie and all he saw was a mask. She hadn't said a word since they found the armband, hadn't cried, nothing. He could almost feel the cold rage emanating from her.

"Dr. Arden, you must calm down!" Loki told her. "He would want you focused on the future so we can succeed. If you don't Spencer died for nothing!"

Mackenzie froze. Slowly she turned to face Loki and he felt his body start to strain as her gaze brought her power to bear upon him. "Your meddling is what brought him to this end in the first place you vicious snake! Your arrogance sent him off to be captured by Nagel. You are directly responsible for having his mind broken! He wouldn't have run off on his own if it weren't for you!" She was screaming at him now and squeezing him telekinetically.

Loki was on his knees gasping in agony as he felt every bone and joint splintering under Mackenzie's enraged assault. He couldn't see or hear anything beyond the sound of his heart racing as the agony continued to build. Then suddenly it stopped and he collapsed face first on the floor.

Skye was grabbing Mac's arm sobbing. "Please stop Mac! Don't kill him! I need him. WE need him."

Mackenzie stared at Skye. "I'm…I'm sorry Skye its just…He might as well have killed Spencer himself!"

"I know that but I can't do this without him! Please Mac."

With an inarticulate cry of rage, Mackenzie shoved Loki away then turned and stalked past Thor toward their destination. Skye knelt beside Loki and began to heal the damage.

"Will you be alright Dr. Arden?" Thor asked as she stalked past.

She paused, fists clenched at her side. "I don't have much choice do I. We have to get the Crystal back or everyone and everything is dead!" She turned to glare at Thor. "Just keep your brother out of my sight. Next time, Skye or no Skye, I will tear his heart out." She turned and walked off.

* * *

The door to the throne room was well over three hundred yards tall. Made of solid vibranium over three feet thick, those doors were the last defense for the Emperor or Empress of the Shi'ar and thought to be the next best thing to impenetrable.

"So…any ideas on how to get these open?" Skye asked.

Mackenzie examined the doors closely then shrugged. "I honestly don't know. I wasn't really expecting something like THIS to be blocking the way. I'm not even sure you could burn through it Skye."

"I would really hope we haven't come all this way for nothing." Loki said somewhat warily. He didn't want a repeat of Mackenzie's earlier attack.

Mac just glared at him before turning to examine the door once more. "Nothing for it but to try and open it. Thor, see if you can budge these."

Thor nodded and approached the massive gates. Stretching, he reached out and grabbed the doors, set his feet, and gave a massive heave of his shoulders. He nearly went over backwards as the gates swung silently open with no effort.

"Well that was certainly unexpected." Mackenzie commented.

The four of them entered the throne room and just stopped in amazement. Even Loki and Thor were shocked at the sheer scale. Well lit with hovering lights the far end was just under a mile from their current position. The ceiling stretched in a giant dome made possible by the incredible durability of vibranium. The throne, which seemed tiny from where they were standing was mounted on a dais over a hundred yards tall with hundred of steps leading to its foot. There were dozens of platforms on those steps large enough to accommodate hundreds of people with those closer to the throne placed based upon their social prominence in the Empire. Battle trophies from literally millions of conquered cultures and worlds lined the throne rooms walls in honor of past victories. On the far wall statues of the Empire's greatest rulers loomed over all those present like enormous reminders of past glory.

A glowing red gem, no larger than a child's fist floated above the distant throne. It was visible, even where they stood, because of the warm light it produced, shining brighter than all other sources of illumination. It seemed like there was a pull towards the crystal. Subtle but definitely there.

A figure stood up from its seat on the throne and stretched out a pair of beautiful wings before leaping into the air and soaring toward them. It covered the distance in seconds and came to a delicate landing twenty feet from the group.

"Ah! I had wondered if there would be an audience for my ultimate triumph over the One Above All!" Nagel exulted. "I am so glad you made it past Kallark. His nobility was beginning to grate." His smile was like the rising sun though it chilled to the core of their being.

Mackenzie strode forward. "This ends now Nagel! We will stop you and reverse whatever you have done to the M'kraan Crystal!"

"What I have done?" Nagel asked in amusement. "I have done nothing except prepare the gem to open. It is what is inside that will destroy all that has or ever will exist. Such an elegant solution don't you thing? Using the One's own creation to undo existence. Delicious is it not? As for stopping me, I and the green one will defeat you with ease and then nothing will be left to save this filthy creation from its rightful cleansing!"

Nagel's face contorted into something hideous as he proclaimed his ultimate victory. "Now, where is he? Where is the green one who will aid me in destroying you?"

Mackenzie just stared at Nagel for a moment then broke out laughing. "You really screwed up this time didn't you? We left him behind because we knew he was contaminated. The four of us are all that are coming and we'll be more than enough to end you!"

For the first time in millennia Nagel knew doubt. He took a step back glancing from face to face of those arranged against him. All he saw was determination. Then his gaze fell upon Loki and paused there. "You think you've beaten me! I have existed for longer than your pathetic species was even a glimmer in the mind of the One Above All! I survived the death of one universe and the birth of another! You are LESS than insects before the power and magnificence I wield!"

He pointed in defiance at Mackenzie. "And I can find allies even among the four of you!"

The lance of psychic power was totally unexpected and Mac barely had time to throw up a shield against it. Too late she realized that the attack wasn't directed at her. With a cry of despair Loki slumped to his knees clutching his head in agony.

"All evil, everywhere serves me and those like me. And you brought that evil here to my aid." Nagel gloated.

With a cry of rage Thor charged the vile creature before him and swung a powerful overhand blow of Mjolnir directly at Nagel's head. Nagel's wings came up in defense and easily took the hit. Thor stood in shock as Nagel simply pushed the hammer back with his wings. "Did you really think I would fall so easily to the likes of you?" His wings flashed out and struck Thor full in the chest sending the mighty Asgard flying into the wall.

While Thor attacked Nagel physically, Mackenzie struck a powerful psychic blast at the vile creature's mind. The Cursed One repelled this attack as easily as he had Thor's hammer. _Do you really think you have enough power to overcome me? You are all weak worms next to me!_ Mackenzie screamed in agony and fell to her knees from the force of Nagel's counter-attack.

Skye was oblivious to the battle raging between Mac, Thor and their enemy. She was too busy trying to help her love as he writhed and screamed from the assault on his mind. "Loki! It's ok! I'm here just stay calm!"

Skye continued to cradle the thrashing Asgard as Mac and Thor battled behind her. "What did he do to you my love?"

Loki shuddered one last time and was still, his eyes stared vacantly out into space and foam flecks dried on his lips. "Loki? Loki! Please no! Don't die. You can't die!"

Thor flew threw the air over Skye's head and left a dent in the thick vibranium doors. With a yell of rage he leapt back at Nagel, hurdling the sobbing form of Skye cradling Loki. She never even noticed.

Loki gasped and coughed then his eyes focused on Skye. "Oh!Oh thank God! I…I though I had lost you!" Skye hugged the Asgard to her and tears flowed down her face.

"Skye?" Loki looked at her in confusion.

"What is it my love?"

"Skye I'm sorry."

A look of confusion came across her face. Before she could ask what he meant his sword blade rammed through her body and out her back.

* * *

Mjolnir flashed down in blow after devastating blow. Lightning flickered and crashed but each hit was met with the seemingly indestructible wings of Nagel and every blast of electricity was absorbed by the creatures feathery defense.

Mackenzie meanwhile continued her mental battle. Whatever angle of attack she attempted was either blocked or deflected. She refused to read his mind again, not after the cesspit she had discovered during their first meeting. Preying on his fears was useless, Nagel was a creature who FED off fear, even his own. Switching tactics, Mac gave Nagel a powerful telekinetic shove.

Instead of flying through the air Nagel redirected the attack back at Mac, something she didn't even know was possible. The shove caught her in the chest and she was hurled toward the far wall. Reacting on instinct, Mac reached out with her mind and cushioned her flight so instead of being crushed she was merely stunned by the impact with the nearly unbreakable surface.

Staggering to her feet, Mackenzie raced back to the fight. With a grunt of effort she reached out and pulled at Nagel's wings telekinetically just as Thor brought his hammer down once more. The move surprised Nagel who had expected Mackenzie to be killed by the impact, he tried to dodge the hammer but received a glancing blow to his left forearm which shattered under the power of Mjolnir.

With a cry of rage Nagel shoved Thor away with a sweep of his wings then sent a blast of telekinetic force Mac's way. Mac deflected the push and swept Nagel's feet out from under him with a swift counter attack. She could feel the shock in the evil thing's mind at her application of his own techniques against him.

"Don't show your secrets if you don't want someone to learn them." She muttered. With a roar of rage, Nagel pinned Thor against the wall with his mind and rose to his feet.

Mackenzie never knew what caused her to roll forward when she did. She sensed no aggression. Felt no spike of determination. There was nothing outward to warn her. She just dove forward and Loki's sword sparked across the floor where she had just been.

Leaping to her feet, Mackenzie turned to face this new threat. Loki stood ready, his face was blank but tears streamed down his face. She saw blood on his sword and her heart skipped a beat. "What did you do?"

"I…I didn't have a choice! This is my nature and he just stripped away the armor keeping it in." With that he leapt at her, sword weaving in a complicated attack pattern.

Mackenzie dodged and rolled avoiding the razor's edge by eyelash widths at times. Behind her Thor was losing his fight against Nagel. Without the distraction of her mental and telekinetic attacks Nagel began to press the Asgardian back, delivering devastating blows with his wings as the feathers cut Thor's armor and flesh like daggers.

Mac sent a brutal psychic attack directly into Loki's mind but something Nagel had done rendered him immune. She dodged another swipe of his blade before bludgeoning him with a telekinetic assault. The blow shoved him violently into the nearest wall where he flipped to push off it with his feet, shoving himself back in her direction.

Atounded by Loki's acrobatics, Mackenzie found herself off balance both physically and mentally. She tried to gather herself for another attack but their wasn't time and she knew she couldn't dodge. She threw her hands up to ward off the attack, knowing that she had failed in her quest when Thor came flying through the air and bowled his brother over. It would have been a more dramatic rescue if Thor had been in control of his flight. Nagel's last attack had shoved the Asgardian prince into Loki by accident. With the horribly wounded Thor now distracted by a battle with his foster brother, Nagel turned his eyes towards Mackenzie once again.

Nagel sent a psychic shock into Mac's mind followed by a telekinetic shove. Mackenzie blocked the mental assault and barely deflected the telekinetic blow. Unfortunately both attacks were just distractions as Nagel closed the distance between them. Striking her with his wings, Nagel knocked Mac to the ground. Only a last instant telekinetic shield prevented Nagel from crushing her skull with the powerful blow. Instead she was knocked unconscious by the strike. Nagel stood over Mackenzie, wings drawn back to deliver the death blow.

* * *

Thor was in serious trouble and he knew it. For the first time he faced off against Loki and knew he couldn't beat him. Loki's sword was everywhere blocking every thrust and swing of Mjolnir and the wounds he had received at the hands of Nagel slowed his movement to a crawl. The blade kept sweeping closer and closer and his hammer couldn't keep up. Loki delivered one last overhand blow towards Thor's head and as the heir of Asgard brought Mjolnir up to deflect it, Loki struck out with his foot. Thor went down flat on his back and Loki's sword swung around cutting into his leg and crippling him. Loki then brought the weapon up to press against Thor's neck.

"Why brother? You betray your kin, your friends, and the woman you love. What made you choose a path of such treachery?"

The tears continued to stream down Loki's face. "Nagel broke my bond with the only person I ever truly cared for. He made me kill her and now your oblivion will sate the hurt and fury in my soul. You stole our father's favor and now I will steal your life!" With those words Loki began to thrust his weapon into Thor's throat.

A blast of fire swept through the air and physically blew Loki into Nagel before either one could deliver their death blows. A bloody and enraged Skye staggered forward engulfed in liquid flame, the very essence of righteous fury. The eruption of pure energy split in two and pinned both Loki and Nagel to the wall. She went after Loki first.

Tears of fire dripped from her eyes as she confronted the man she had loved. As a descendant of Jotunheim, Loki had an incredible resistance to fire. His very nature was ice, that nature was the only thing that prevented him from being consumed by Skye's fury. Even so his skin was beginning to char in the incredible heat. "Why? I loved you! I shared the very essence of my being with you and you tried to kill me!"

Loki looked into Skye's eyes. "It was the bond we shared that made me love you. Nagel freed me from your trap so I could pursue what my heart has always desired. Vengeance on Thor for receiving the love our father should have given me!"

Skye looked stricken by Loki's confession. Her lip trembled and she took a staggering step back. Then with a cry of despair she focused all her power on erasing the fallen prince of the Asgard. She should have concentrated on Nagel.

* * *

As Skye gathered her power to consume Loki, Nagel broke free from her fiery grasp. A blow from one wing sent her broken form crashing to the floor. Her healing power kicked in but it was something that took time. Nagel stood over her, wings spread wide as he prepared to end her life. "Loki, you have served me well. Go. Take your reward and end Thor. I will deal with this wretched thing."

Nagel stepped forward placing his boot on Skye's throat. "You are powerful, but stupid. Love is the greatest lie in all existence. You should have used your hatred to defeat me rather than waste it on petty vengeance. Now, you will die with all you care for."

Nagel began to slowly build up the pressure on Skye's neck. Her vision narrowed to a black tunnel. All attempts to summon her fire and direct it at Nagel were smothered by the vile creatures mind. As her vision began to fail she saw Loki ram his sword through Nagel's back and out his chest. The pressure on her throat vanished as Nagel staggered forward, clutching at the blade penetrating his body.

Nagel spun around and swept Loki into the nearest wall with his wings. You could hear the bones crunch as the Asgardian hit and slumped to the floor barely alive.

Meanwhile Nagel tried to reach behind him to remove the sword shoved into his back but couldn't manage to reach it. Skye's vision returned as the air and blood resumed circulating. Gasping in several deep breaths, she gathered herself then blasted the stricken creature. Nagel was propelled three hundred yards across the vast room and his smoking body skidded to a stop broken and still.

Skye crawled over to Loki and laid his head in her lap. "Why did you come back to save me?" She asked him.

"I…" He broke into a coughing fit and spat up some blood. "I…realized…even…with…our…bond…gone…" He coughed hard and long again before taking a deep breath. "Even…with…our…bond…gone…" He looked her in the eyes. "I…still…loved…you." Skye began to cry as she rocked her love. Her body began to glow as she began healing their wounds.

* * *

Mackenzie was just regaining consciousness. She rose groggily to one elbow and observed the tender moment between Skye and Loki. Because of this she saw the horrendously injured Nagel come to a landing behind Skye and bring his wings down to crush the life from her.

Thor's hammer caught Nagel in the legs, just below the protective wings and shattered both appendages. With a insane cry of rage, Skye pulsed out a gout of raw power hot enough to consume a planet. Mackenzie contained the incredible force of Skye's rage and directed every bit into Nagel. Even the Cursed One's wings couldn't withstand the force of Skye and Mac's combined power and as he began to burn, Mackenzie ripped his form into sub-atomic particles. The four brutally wounded comrades lay panting on the throne room floor victorious at last.

"Did we win?" Skye asked exhausted.

"Looks like." Mackenzie replied.

"Oh. Good. I'd like to take a nap now."

There was a roar from the far end of the throne room as the M'kraan Crystal opened. A vortex of unimaginable power began to suck everything around it towards a gravitational hole in all existence.

"Ah man! Do we have to deal with this now?" Skye asked.

"We were too late." Loki said. "Nagel won after all."

"Is there nothing we can do?" Thor asked from where he lay trying to staunch the flow of blood from his wounded leg.

Mackenzie gave a sigh. "Looks like it's up to us Skye."

The two friends staggered to their feet and made their way toward the vortex. As they approached, they noticed it's size was growing at an alarming rate and Mac was forced to use her power to keep from being drawn into the tear in reality. They made their way to where the crystal floated above the throne, the vortex hovering right above it.

"So…what do we do now?" Skye asked.

Mac stared at the crystal, her heart beating in time with it's pulsing rhythm. Slowly she stretched her hand toward the gem. "We do what we were born for Skye. On three." Skye took a deep breath then nodded. "One, two, three!" The two friends touched the jewel at the same time. Words and visions sprang into their minds. Knowledge of cultures long gone and species not yet born flowed through them. The M'kraan Crystal answered the call of the children of its master and with one last flash and a roar of wind, the vortex vanished. It was like the entire universe moved. Everything rippled, and wavered like water disturbed by a thrown stone. And suddenly it was still…except that things were not the same.

Those they had left outside were now in the throne room with them. The imperial guard were scattered around, lying injured or dead. And a Shi'ar male lay dead at Mac and Skye's feet. Loki and Thor, who they had left injured at the throne's doors, came up, free of all wounds, to stand next to them. "And thus dies the tyrant Dken. Emperor of the Shi'ar and madman. Victory is now ours." Thor said.

Mackenzie and Skye looked at each other in utter confusion.

"What the hell is going on?" Skye asked.

**Epilogue**

"What did you find?" Skye asked as Mackenzie sat down across from her. They were back at the Phoenix site sitting in one of the rooms set aside for eating.

Mackenzie just shook her head. "It's identical in every way right up to the moment we came down that Space Elevator…except that it was some kind of malfunction on the Shi'ar ship that killed me. Even Clint is identical in every way. I went into his mind and the differences were so minute that they could have resulted from a bad nights sleep!

"What about you Skye?"

Skye shrugged. "Same thing. Everything I checked out is identical, even my connection to Loki. It's like WE'RE the ones who are different, out of place." She said as she fidgeted with Spencer's armband. She hadn't let it out of her sight since they found it.

"Maybe we are." Mackenzie mused. "It's possible that the Crystal shunted us into another reality when we closed the vortex."

"So how do we get back?" Skye asked.

Before Mackenzie could respond Hawkeye came into the room and walked over to join them. He gave Mac a kiss and then pulled up a spare chair. "Hey Skye when did you get the armband?"

Skye was quiet for a moment. "I found it in the Shi'ar palace…where Spencer died."

Hawkeye looked confused. "Who?"

Mackenzie punched him in the arm. "That's not funny! Spencer was one of our best friends! And I thought you liked him too!"

Hawkeye looked back and forth between the two of them. "What the hell are you talking about? I've never even HEARD of this Spencer guy!"

Mackenzie stared at him in shock. "You aren't joking are you? You really don't know who we're talking about."

"Mac? What…what does that mean?" Skye asked.

"I don't know." She was lost in thought for a few moments before shaking her head and looking at Skye. "But I think I know how to get answers to all our questions. Come on."

* * *

Barton followed Skye and Mackenzie into the Chapel. "So you think you and Skye are from some alternate universe and when you defeated your bad guy and closed the rift the crystal created and it…teleported you into this one? In that case, what happened to OUR Mac and Skye?"

"We don't know." Mackenzie replied. "The differences are nearly negligible. Except no Nagel."

"And no Spencer." Skye said quietly.

"Yeah. No Spencer."

"So why are we here?" Barton asked as they walked up to the podium holding the M'Kraan Crystal.

Mackenzie set her jaw. "To get some answers." Closing her eyes she reached out with her mind to the Crystal, searching for a way in. All she saw were facets of reality reflecting different possibilities. There didn't appear to be any way in.

_Phoenix! I know you can hear me! Tell me what is going on!_

There was no response. "Fine."

She opened her eyes and turned to look at Skye. "She's not answering."

"Then what do we do?"

Mackenzie was silent for several seconds then she inhaled deeply. "We go in after her."

"Go in after her? Are you insane! You know how powerful she is! The things she can do! Besides, how are we supposed to get in there if she doesn't want us to?"

"You provide the power, and I'll force my way in." She looked at the Crystal and grimaced. "If I can."

Skye looked scared but nodded. "Ok. Let's…let's do it." She stammered.

Mackenzie opened her eyes. She was laying flat on her back in the White Hot Room once more. Unlike her other visits she felt exhausted this time, probably because she had forced her way in.

* * *

_**"You have come uninvited into my realm. You risk much child."**_

"You won't hurt me. You wouldn't destroy your own daughter."

The Phoenix seemed more than a little angry by her presumption._** "You assume too much. Should you come here seeking more than answers…"**_ Mac gasped as pain beyond comprehension flickered through her awareness and was gone, leaving only a memory of it's passage._** "Then I will not hesitate to cast you to Oblivion. You Children are part of me, mind and spirit, still you shall NOT stand in the way of my purpose. Do you understand."**_ It was not a question.

Mac could only nod in terror as once again the Phoenix demonstrated she was powerful, and mysterious, beyond comprehension. Once she acknowledged the demand the sense of rage diminished. Shakily Mackenzie got to her feet. "I have no desire to stand in the way of your purpose. The only thing I want is some answers."

A feeling of amusement mixed with pride flowed from the Phoenix. _**"It is good that you have a heart full of courage Child. Few would dare question me after the display of power I showed you. This pleases me, your courage and conviction. Ask your questions. They will be answered."**_

Mackenzie took a deep breath and wiped sweat from her brow. Confronting the Phoenix like that had been one of the hardest things she had ever done. "How do we get back to our universe?"

_**"There is no universe to go back to."**_ Phoenix told her.

Mackenzie paled. "You mean we failed? Didn't we destroy Nagel? I thought we closed the rift that the Crystal opened in time!"

_**"You did not fail. Nagel was indeed vanquished but a creature such as he can never be truly destroyed. His sub-atomic particles, which you scattered across that world, would eventually collect and reform as his mind willed his body back into existence. You stopped his attempt to use the M'kraan Crystal to undo Creation, but to imprison him in the one jail he could not escape I destroyed the only universe he existed in. He is now trapped in the nothingness between realities."**_

This revelation shocked her to her core. "YOU destroyed our home universe. How could you! How could you kill all those people?"

_**"This displays your ignorance. I killed nothing. Everything in that universe I erased from existence as if it never was. Creatures with sentience were transferred by their very essence into the closest reality mirroring their own. The souls of these beings were merged with the souls of their counterpart inhabiting your current universe. Out of all the living, thinking beings to exist in your universe only one was destroyed utterly. It was the only way to ensure Nagel was trapped. For as long as one speck of the physical realm from that reality remained, it's entire structure would necessarily be preserved."**_

"Do you mean Nagel is gone for good? You destroyed him? But if you could do that the entire time why did you need us to protect the Crystal?"

_**"You do not understand. Nagel exists still. He is his own reality, trapped in limbo until creation is undone. I am forbidden to destroy him. It was a mortal who ceased. The rarest kind of mortal, one who existed in but one universe. The realities split when possibilities balance perfectly out to infinity. That never happened with this mortal. His closest counterpart died before birth. He had no one to be merged with."**_

"Oh my God. You mean Spencer don't you."

The sorrow that seeped from the powerful being was nearly overwhelming. The Phoenix finally coalesced into the same beautiful creature Mackenzie had seen twice before._** "The choice was laid upon him. To freely choose oblivion. The road I showed him led to either victory for his cause but cessation for him or defeat and unmaking for all creation. He did not hesitate."**_

Tears began to fall from Mackenzie's eyes. "You said he doesn't even exist anymore. You erased him…but…then why can Skye and I still remember him?"

_**"Because you do not exist as other mortal beings do. You are my Children. You are not bound to the realities but transcend them. The day you learn to use that ability is the day you will be fully mature."**_

Mackenzie shook her head. "I don't care about maturity or the difference that exists between Skye and me and other beings! Bring Spencer back! He doesn't deserve the thing you've done to him!"

_**"There is only an echo left. The echo of what was. There is no reviving your Spencer without undoing all you fought for."**_

Mackenzie was silent for a long time. "Just…can I see this echo. It's the only way to say goodbye."

Phoenix cocked her head to the side then nodded. Suddenly it was like they were moving but nothing changed. The feeling was…uncanny, something Mac had never experienced before. Just as the sensation began to overwhelm her they arrived at their destination. Spencer stood before another manifestation of the Phoenix.

_**"Welcome Usurper."**_

"Strange greeting for a person you never met. What are you anyway?"

_**"I am the caretaker of existence. She who watches over all the Multi-verse trimming away the dead and decaying, encouraging the growth of life, sentience, and knowledge. Created by the ONE ABOVE ALL to nurture His children on all worlds and across all realities. I am the Phoenix Force, guardian of the M'Kraan Crystal."**_

Spencer cocked his eyebrow. "Okay…and just what did I usurp?"

The Phoenix almost seemed surprised. _**"You do not fear me?"**_

Spencer shrugged. "You said something about the 'One Above All'. That means either you are an angel of God or you're a liar. It you are the former, I don't have anything to fear. If the latter, YOU should be afraid, not me."

He stared into the indistinguishable features of the Phoenix. _**"Surprising to find such insight in one who is merely a mortal. Strange, but accurate. Any being who claims what I claim in this place should know that only destruction waits for them should they lie. Perhaps there is hope yet Usurper."**_

"You called me Usurper twice now. You still haven't explained what exactly I usurped."

_**"The armband you wear was not meant for you. It was for the one I chose for my Daughter. That you ended up with it is a long and twisting series of misfortunes. You mortals have two beliefs about reality. That there is either one, or that there are an infinite number. Neither is completely correct. Every time possibilities balance perfectly then reality splits, there are several billion realities but they are by no means infinite. I tried to guess the way the realities would split, something I am very good at because it is my duty to eliminate the decaying or dangerous ones, so I could place my Children in the proper universe with the M'kraan Crystal. It was your brother who was supposed to live and take up the armband. But out of all the possibilities in only one would you survive and he die…and that is the one I chose. I rarely make mistakes, this was one of them."**_

"If it was your mistake then why am I the usurper? I didn't do anything wrong except survive. I suppose now you are going to punish me for that?

_**"You do not understand. Because you received the armband instead of your twin brother the evil you face will lead to a perfect balance of possibilities. That guarantees his victory in at least one reality and therefore in ALL realities! All that exists will be undone because you lived and your brother died."**_

Spencer was stunned. "That…that is a lot to put on a guy. I cause the end of all things simply because I lived." Spencer started to pace head bowed in thought for several seconds. Finally he stopped and faced Phoenix. "Is there nothing that can be done?"

Once again the Phoenix seemed surprised. _**"There is one thing. But you will suffer in ways beyond your comprehension. To choose this path means you will more than just die, you will never have been."**_

Spencer was quiet for a long time. "That means no one I love will even remember me doesn't it." He let out a sigh.

Before the Phoenix could reply Mackenzie stepped forward to say good bye to what she assumed was just a shadow. As she stepped out of the light Spencer's eyes widened in surprise. "Mac? What are you doing here?"

Mackenzie stopped in shock. "I…I thought you said he was just an echo of what was?" She demanded of the Phoenix.

_**"Time and space have little meaning here. He is an echo of what was. You are but an echo of what could be to him."**_

Mackenzie shook her head. "That…makes sense. I guess."

Spencer looked back and forth between Mac and the new Phoenix. "Echo of what was? Echo of what could be? She's from my future isn't she?"

The two Phoenix faded into the light and a new one emerged. _**"She is what could be should you choose the path to Oblivion."**_

"There has to be another way!" Mackenzie said desperately. "He's already done what needs to be done, just let him come back with me."

"I don't think it works that way. If I don't do this I don't think there will be a place for us to go back to. Just knowing you would remember me takes away the one thing holding me back."

"It doesn't make sense! Why would you sacrifice yourself like that for Skye and me? Do you really think the two of us are worth it? Everything you are would cease to be!"

Spencer just shook his head. "It's something I have to do. I love you too much."

"We love you too Spencer! Please don't do this to us!"

Spencer bowed his head. "You don't understand Mac. Skye is like the little sister I never had. I'd gladly give my life and health to protect her." He lifted his head and stared straight into her eyes. "But you mean far more than that to me. It's…something I should have told you a long time ago, even knowing it wouldn't change how you saw me. Just letting you know would have been the right thing to do."

Mackenzie shook her head. "Spencer I…I never knew. Why didn't you tell me?"

He looked away. "I was afraid. Afraid you would reject me. That I would lose what I already had. Then you met Agent Barton. The two of you fused down to your souls. Any chance I had after that was gone forever."

Mac shook her head in denial. "There isn't anything I could think of that would have caused me to reject your friendship Spence." She took a deep breath and made a decision. "Can…can we just stay here? In this place forever?" She asked the Phoenix. "You said time and space didn't mean very much here."

_**"You may. Though doing so would leave the outcome of your confrontation with Nagel in limbo for all eternity."**_

Mackenzie nodded. "I can live with that." She stepped up close to Spencer. "Let's stay her Spence. I…I'll give you what you've always wanted. Just don't leave."

Spencer took a shaky breath. Reaching out he took her hands in his and drew her close. "That is something I've wanted to hear you say more than anything I could ever imagine. You would really give up everything for me?"

Mac nodded, though she was trembling all over. Spencer smiled and leaned his forehead against hers. "You don't know how much that means to me Mackenzie Arden. It is more than enough." He stepped back and looked at her with a smile on his lips. "But you love Clint not me. That is something I will never take from you."

He looked over at Phoenix. "I'm ready. Send me back."

Mackenzie rushed forward to stop him but he was already gone. She whirled on Phoenix. "Bring him back!"

_**"He belongs to Oblivion now. I will not risk a confrontation with one such as he."**_

"He? Oblivion is a living being?" She shook her head. "Never mind that! If you aren't willing I'll get him myself!"

_**"You do not understand. Confronting a being such as Oblivion is as foolhardy as confronting one such as I. You do not have the power to defeat him. I will not risk it because I am unsure whom would overcome whom. Your Spencer is gone, he no longer exists. Now he is one with the outer void. I am sorry for your pain my Child but you must let him go."**_ With those words the Phoenix faded back into the light. _**"Return my** **Child."**_

* * *

Mackenzie opened her eyes and found herself lying on the Chapel floor in the Phoenix site. Skye kneeled beside her, an anxious expression on her face. Hawkeye stood behind Skye looking relieved as Mac got unsteadily to her feet.

"Are you alright? What did you learn?" Skye asked her.

Looking at Skye, she tried to speak, to tell her what had happened, what she had learned. She just couldn't get the words out past the lump in her throat. She sank back to the floor and stared hopelessly at the M'Kraan Crystal on its pedestal. Finally her emotions overwhelmed her and Mackenzie wept.

**The End.**


	2. Chapter 2

**Chapter Two**

Mackenzie had Barton drop them off at Skye's apartment. Once her friend was safely in bed she waited until she felt Barton leave the immediate neighborhood then pulled out her cell phone. Normally she would have been concerned about someone with the resources of S.H.I.E.L.D. listening, fortunately this device wasn't your ordinary smart phone. Not after Spencer had gotten to play with it anyway. The signal was completely untraceable by any technology found on earth.

_Of course that information would have been much more comforting a few years ago. _She thought.

She dialed Spencer's number and he picked up almost instantly.

"So the prodigal professor finally calls to enlighten us poor, overworked grad assistants. What words of wisdom do you have for your loyal minion?" His tone was light but Mackenzie could hear the tension in his voice.

"Whatever was in that box is connected to the artifacts. I _think_ it may be a shard of the M'kraan Crystal. Which means whatever these artifacts are they are more powerful, and dangerous, than we could have possibly imagined."

"I've been around you awhile Mac and I've learned a lot about ancient civilizations but I don't think you have ever mentioned an 'M'kraan Crystal'." Spencer replied.

"It's an ancient artifact of alien origin. A few fragments of lore mention a race of beings hiding a treasure devoted to one of their gods here on earth. From what I understand that treasure was said to be able to destroy galaxies. Or, as the tales put it, 'Consume the lights of all the sky.' How soon can you get here?"

She heard Spencer laugh and then the doorbell rang. Mackenzie frowned then walked out of Skye's bedroom through the living room and opened the door. Spencer was standing there with a grin on his face.

"How did you get here so fast!" Mackenzie exclaimed in amazement.

"It helps when you're already in the parking lot." He replied.

She began laughing and couldn't stop for several seconds. "Have you been following me Mr. Spencer?" She asked with a huge grin.

"Just call me your friendly neighborhood stalker!" He replied smiling. "Actually you can thank Tony Stark for my miraculous and timely arrival."

Mackenzie laughed even harder at that. "Why do I get the feeling that Stark may be the reason you're here but he knows little to nothing about it?" She said with a grin.

"Because you have a sneaky, suspicious mind and know me all too well! Turns out that our dear Iron Man has some kind of wireless information feed hooked directly into S.H.I.E.L.D.'s systems. So basically I was able to go through Stark's network to get at our favorite little bureaucracy. They have some really nice security cameras in that facility and tracking devices set up on all their vehicles. When I saw Agent Barton sign out a vehicle and the three of you climb in I just followed your route and figured out where you would wind up."

"Well I'm glad you're here. We had some major problems at the facility and I don't know how long it will be before Barton's memory returns." Mackenzie told him worriedly.

"What happened? I didn't watch everything that went on, too busy reading the information I found in the S.H.I.E.L.D. archives."

"Other than whatever is in the chest trying to draw me into itself THROUGH the boxes walls? It caused Skye's powers to spike."

"When you say 'spike' are we talking a minor spike or a Mount Everest spike?"

"I'm talking Olympus Mons Spencer. If I hadn't stepped in and absorbed the overflow it is quite possible we would have lost half the State! I've never felt anything like it! The power involved was literally otherworldly! It scared the crap out of me." She looked somber and even the memory was a little frightening.

Spencer reached out and gently put his hand on her shoulder. "It's ok Mac. You stopped it, nothing went wrong, and we WILL find out what is in the box. And how to control it."

"I'm scared Spence. How could Skye produce that much power. And what frightens me even more is that I was able to CONTAIN that much power." She looked up at Spencer her eyes shadowed with worry and fear. "Just what are we becoming?" She whispered.

Spencer drew her in for a hug. "No matter what that thing or those artifacts are doing to you. You and Skye are still human and you are still my friends. Nothing this side of death itself, or beyond for that matter, will change that. Understand?"

She nodded as he placed his chin on top of her head. "You're a good friend Spencer." She told him.

Spencer sighed a little then pushed her back with a grin. "Well you don't have to tell ME that! I already know!"

Mackenzie laughed again.

Just then Skye came out of the bedroom. "Do I get a hug?" She asked her voice quavering. "I mean I was almost responsible for killing several million people apparently."

Mac held her arm out and Skye ran over and embraced her two friends in a fierce hug. "What do we do now?" She asked quietly.

"Now, we get back in there and take whatever is in that box."

Skye pushed away and looked up at them anxiously. "Are you sure that's such a good idea? Whatever is in that thing nearly took us again. I'm not sure I want to risk giving it another shot! Besides breaking into one of the most secret and heavily guarded military bases in the world doesn't strike me as the plan of someone who wants to stay out of prison."

Mackenzie started pacing. "It won't exactly be breaking in. Spencer is already inside their system and I can cloud the minds of anyone I meet. Besides, if we are ever going to find out just what is happening to us, and how to stop it from getting worse, we need that artifact."

Skye planted her hands on her hips. "Why do I get the feeling you two have been plotting this for a lot longer than five minutes?" She demanded.

"Because you know us?" Spencer said with another huge grin.

It took several hours to gather all the equipment necessary for the break in. Skye spent those hours arguing against what she called the Impossible Doomed Mission leading to Prison and Doom! Now they sat in Spencer's tech van just over a small hill about a mile from the S.H.I.E.L.D. compound.

"This isn't going to work! We'll get caught and you two will go to prison and I'll suffer a nervous breakdown from anxiety and they'll send me to a mental hospital for the rest of my life and feed me tapioca pudding forever and I hate tapioca pudding and I really DON'T want you to do this!" Skye babbled.

"Don't worry so much Skye. I have no intention of becoming some big prisoner named Bubba's love slave for the rest of my natural life." Spencer replied.

"Yeah like that is going to happen Mr. 'high caliber bullets sting a little!'" Skye snapped back.

"I said don't worry Skye, I promise I won't let them take us…alive anyway." Spencer replied with a huge grin.

Skye stared at him in horror for a minute then decided he wasn't joking. "Omagod! We're gonna die! Omagod! Omagod!"

"Spencer stop tormenting her!" Mackenzie scolded him. She was wearing loose black pants and shirt, with black boots and gloves. She had her hair tied in a braid wrapped in a bun behind her head then covered with a dark hood.

"If they somehow manage to catch us I'll simply tell them I forced you two to go along with me by dominating your minds."

This seemed to calm Skye some, though she still let out the occasional frightened 'eep' accompanied by a quiet 'omagod, I don't want to die'.

Mac took Spencer's bracelet and Skye's ring and secured them in her backpack before swinging it up onto her shoulders. "It's time." She told Spencer.

He nodded and Skye opened the van's door so Mackenzie could jump out. The compound was located on a very flat piece of land with unobstructed lines of sight for over a mile in all directions. A well patrolled electrified fence surrounded the entire area. Spencer had argued hard that he was the logical choice to go in for the artifact after all he was faster, immensely stronger, and darn near indestructible. Mackenzie had pointed out that sending him would result in a tremendous amount of collateral damage, and if Stark or God forbid BANNER was on site, no guarantee of success. This had to be covert or a lot of people would get hurt. Spencer had grumbled but finally agreed.

Mackenzie stealthily made her way up to the fence then waited. Looking and listening with eyes, ears, and mind for the patrols roaming the perimeter. After a few seconds she determined the coast was clear.

The fence was actually two fences, each fifteen feet tall with razor wire on top. There was a twenty foot gap between the two fences covered in fine sand so anyone walking across the intervening space would leave signs that they had been there. It was an ingenious and cheap security system developed by the Israelis to help keep track of illegals and terrorists attempting to cross their border. Unfortunately for S.H.I.E.L.D., it depended on stopping people stuck on the ground.

Taking a deep breath, Mackenzie levitated herself over the two fences and gently to the ground on the other side. _Skye. Tell Spencer I'm in._ She sent telepathically.

Back in the van, Spencer let out a grim laugh. "Let the chaos begin." He said and executed the program he had set up earlier.

The entire base went black as the primary, secondary and tertiary power systems all crashed. Mackenzie nodded in satisfaction. _Proceeding into the compound. _She sent to Skye.

In a watchtower above the chaos, Agent Barton watched and waited. Something had been nagging at him since dropping off Dr. Arden and Miss Salvatore. At first he couldn't put his finger on just what it was, but as time went on his suspicions and natural paranoia had returned. When the lights went out and backup power didn't immediately come back on he knew something was very wrong. He attempted to contact Director Fury but the communication system was nothing but static.

Scanning the perimeter he noticed a pattern to the patrolling agents movements. Somehow they were all moving in such a way that avoided an almost direct line from the weakest part of the perimeter defense to the compound entrance.

He knew by instinct that it would be difficult and maybe dangerous to try and interpose himself in the path of who or whatever was causing that pattern on the way in. But an ambush on the way out, when they let their guard down in anticipation of escape…

Agent Clint Barton, codename Hawkeye, picked up his bow and flowed into the darkness.

Mackenzie hurried through the hallways of the S.H.I.E.L.D. compound. Her ability to cloud the minds of those she met was draining her reserves but she thought she could make it without trouble. Those she met saw what they expected, one of the reasons she had chosen loose, dark clothing. It made it easier to project the proper image into minds, usually anyway.

One of the agents she had come across had actually been so paranoid they had been expecting an alien invader. Only her quick reflexes and seven years of wing chun, a form of kung fu designed by a woman to fight larger and stronger men, had kept her from getting a bullet between the eyes. She had been more careful after that.

She finally reached the elevator doors and encountered her first real challenge. The doors had automatically locked when the power went out. Doing a small, delicate task telekinetically actually took a lot more energy than doing a heavy one the same way or even manually, but there was no other way she was getting this door open.

Mackenzie leaned forward, pressing her hands and forehead against the elevator doors. Closing her eyes she concentrated on finding the locks and easing them open. The strain was tremendous and for a moment she thought she would fail but then doors opened soundlessly. Gasping and trembling, Mac stared down the elevator shaft.

"No way I have the stamina to levitate down that." She muttered to herself. Quickly she removed her backpack and pulled out some special climbing clips. Attaching these to the elevator car cables she hooked herself up and began the descent.

The shaft was deeper than she had thought and it took her almost ten minutes to reach the bottom. Her arms burned from the unaccustomed exercise and she almost collapsed from exhaustion. Taking several deep breaths, she began to reach out and unlock the doors telekinetically like she had the others above her. She let out a little gasp of relief when she realized the doors had a safety mechanism allowing them to be easily opened from the inside.

"Thank you Jesus." She whispered tiredly and pushed the doors apart.

The hall was deserted, for which she gave another prayer of thanks. Moving stealthily through the lower levels of the facility Mackenzie quickly made her way to the room containing the artifact. The outside guards were gone, probably pulled to the perimeter, but she could sense the minds of the two guards still inside.

Grimacing with effort, Mac reached out and put the two men to sleep. That last task nearly caused her to pass out and she collapsed against the security door trembling and gasping for air. She tried to open the door telekinetically but it was too much, she didn't have enough strength left to make the attempt.

_Skye. _She sent out to her friend. Fortunately Skye's talent was similar enough to her own that communicating with her required almost no effort.

_What is it Mac?_

_I'm at the security door but I'm exhausted. I don't have the strength left to open it. Have Spencer turn the power back on and open this thing or I'm going to be stuck down here with some very angry Avengers very soon._

A feeling of panic swept down the link from Skye. _Okay. Just a second!_

A few moments later the lights came on and the door unlocked with a quiet click. Mackenzie snorted awake as the bright lights washed over her. Trying to shake the cobwebs out of her brain, Mac opened the door and went inside. The two guards were passed out in opposite corners one was drooling and the other was cuddled up around his weapon like it was a teddy bear.

_Aw! How sweet!_ She thought in amusement.

Mackenzie's face turned crimson as the guard muttered something inappropriate and explicit to the piece of hardware. _Ok, maybe not like a teddy bear. _She thought in embarrassment.

Drowning out the sounds of the amorous guard, Mac hurried to the chest. She carefully reached out and touched the box, even through the gloves she felt a surge of emotion and power emanating from whatever was inside. She was ready for it this time though and instead of letting it overwhelm her she used the power to replenish her depleted reserves.

Working quickly, she opened her backpack and brought out Skye and Spencer's artifacts. She inserted the objects into the slots on the box then reached up, took off her necklace and placed the medallion in the last opening.

A burst of fiery light, brighter than the sun, flooded the chamber. It SHOULD have blinded her but instead it washed away her remaining fatigue and brought an incredible clarity to her mind. The box simply dissolved into the air leaving their artifacts and a large ruby colored jewel the size of a child's fist sitting on the table.

Mesmerized, Mackenzie started to reach out and pick it up but stopped at the last second. Taking a deep breath she reached into her pack and removed a heavily shielded box which had successfully blocked any form of radiation they had tested on it. The material had even prevented telepathic scanning. She just hoped it would prove effective against whatever the crystal emitted. She used a pair of tongs to pick up the gem and place it into the container then shut the lid.

The sense of the gem cut off instantly as did the light and Mackenzie was overwhelmed with a feeling of relief…at least until she noticed the two fully conscious guards glaring at her with weapons leveled.

"Aack!" She shrieked before hitting them with a telekinetic blast strong enough to fling them across the room and knock them unconscious again.

"And this time stay asleep!" She said nervously.

Mackenzie quickly put her necklace back on, grabbed Skye and Spencer's artifacts and put them and the box into her backpack.

_Have Spencer kill the power again Skye. I've got what we came for._

A few seconds later the lights went out again and Mackenzie began retracing her steps. When she reached the elevator shaft she paused, then decided it would be quicker and easier to fly up rather than climb. Gathering her strength, she willed herself to rise up the shaft.

The return trip out of the compound was both easier and more difficult than the trip in. She didn't have to unlock the doors again, which saved her a tremendous amount of effort. Unfortunately the S.H.I.E.L.D. agents had gotten organized and she was forced to distract or put to sleep a lot more of them. By the time she reached the fence surrounding the facility she was getting tired once more. With a burst of effort she lifted herself over the double fences and sprinted toward the safety of the van.

She never saw the arrow coming.

Mackenzie didn't need to see the arrow, she had sensed Agent Barton's presence and was prepared, almost. She had never actually used her abilities in a combat situation quite like this one and she barely knocked the projectile aside in time. The two that followed on its heels were just as difficult. Barton's training had developed to the point that he fought by reflex not thought so any telepathic warnings of an incoming attack were barely a fraction of a second ahead of the attack itself. Barton charged in when he realized his arrows were useless.

Mackenzie barely deflected his straight punch to the side of her face and had to roll out of the way of his follow up forearm. Every time she tried to strike back he blocked or just took it and kept on coming and she was so tired. If she wasn't exhausted she might have stood a chance. Maybe. He was just so much bigger and stronger than her. Barton was attempting to close the distance between them and Mac was having trouble keeping him back. If he actually got his hands on her she knew she was a dead woman.

_He's too good! _Mackenzie realized. _I can't beat him in a straight up fight! He's been doing this, KILLING____people with his bare hands for over a decade. I can't beat him this way._

One of Barton's strikes got through staggering her and he went in for the kill. She only had one option left and she took it. With her remaining strength she hit his mind with a psychic blast that stunned him for a fraction of a second. Seizing the opening she stepped in and swept his legs out from under him. Taking him to the ground she landed astraddle his chest with both hands clamped to either side of his head.

She knew whatever psychic scarring he had would protect him from additional attacks and Barton's mind was getting stronger every time she or Skye altered it. She had to do a complete memory wipe, it _probably_ wouldn't be permanent but the risk of totally destroying his mind was definitely there. If she didn't do this he would beat her and he _would_ kill her.

All this went through her mind between one moment and the next. Gathering her remaining strength she stabbed a telepathic dagger into his mind. In the process she saw him, his true essence from the moment he was born to this very second. All he was, everything he had ever believed and fought to defend. She saw his love for his nation and his planet, his incredible grief at the loss of his wife and children and his unwavering loyalty. In that moment she knew that even if it cost her life she couldn't go through with it. She couldn't risk destroying his mind.

Barton _felt_ her psychic attack. Felt the dagger slip into his very soul, and an echo of the her being was transferred to his understanding. One second he had sensed an agonizing pressure in his head and the next he knew her almost as well as she did him. All thoughts of hurting her, let alone killing her, fled.

_Love at first sight is nothing but a child's fantasy compared to this!_ He thought.

_I can't believe this, but I have to agree._ Mackenzie replied in his mind.

"I…" He began to say when the world went white and a Shi'ar energy weapon hit Mackenzie in the back.


	3. Chapter 3

**Chapter 3**

Spencer arrived on the scene just in time to see Mackenzie get shot. His sensor equipment, some of the most advanced on earth, had proven no match for the alien Shi'ar's technology and they had nearly been on top of the S.H.I.E.L.D. compound when he finally detected their presence. He had been out of the van so fast he hadn't even realized he failed to open the side door. Instead he had ripped it off it's hinges leaving Skye staring in shock at a gaping hole in the vehicle's frame.

He stopped running when he saw Barton's figure protectively cradling the apparently lifeless body of Mackenzie and crying uncontrollably. The S.H.I.E.L.D. agent was so devastated he didn't even seem to care about the Shi'ar soldier behind him lining up his energy weapon for the kill.

Spencer took in the whole scene in a fraction of a second and then his vision went red with uncontrollable fury. Uttering a heartbroken cry of rage, he charged the Shi'ar.

The alien had time to line up and get off one shot. The bolt of energy flew true and struck Spencer in the abdomen and he stumbled almost going down before regaining his balance and continuing his berserker charge.

The Shi'ar looked on in shock, the blast that had hit Mackenzie was the lowest lethal setting his weapon was capable of emitting. The higher ups in the Shi'ar military had not wanted to waste power on fragile humans. The blast that hit Spencer was full power, designed to take out lightly armored military vehicles and it SHOULD have blown him in half. It barely slowed him down.

The alien had a fraction of a second to try and call for backup before his adversary was upon him. It wasn't enough.

Shi'ar physiology was similar to that of earth birds, though they appeared very like humans externally, they had hollow bones. Despite this they were far from fragile, coming from a high gravity home world the average Shi'ar could press around one ton and shrug off blunt force trauma that would kill a human. Their soldiers were about twice as strong as the average and even tougher. The Shi'ar never stood a chance. Spencer's first blow crushed his skull like styrofoam and sent the broken body flying almost thirty feet.

He turned to find another enemy soldier to slake his rage on but they were already in full retreat. Not because they felt threatened by Spencer, but because they had scoured the base and failed to find what they had come for. The Shi'ar troops ran into the brilliant beam of light emanating from their hovering ship and were pulled back inside within seconds.

Unable to find another one of the creatures to take out his grief fed anger upon, Spencer turned and sprinted back to Hawkeye. Grabbing the Avenger by the collar of his combat harness he picked him a foot off the ground and shook him like a terrier shakes a rat.

"What did you do!" Spencer screamed at Barton.

Tears still flowed freely down Hawkeye's face and he was stammering, "I-I didn't…P-please God. Not again! Pl-please don't let her die! This c-can't h-happen again!"

Spencer was on the verge of taking out his sorrow on Barton when he heard a whisper behind him. Turning, he saw Mac conscious and gasping in pain.

"Don't Spencer." She whispered. "Don't hurt him."

With a cry of joy Spencer ran to Mackenzie's side. He barely noticed tossing Hawkeye aside like a kids toy and didn't notice when he landed twelve feet away with a grunt. Reaching Mackenzie, Spencer scooped her up and held her to him like a parent would hug an injured child. Just harder.

"Mac? Talk to me Mac. Say something! Don't you die on me!" He babbled through tears of his own.

"Can't…breathe! Crushing…me!" She managed to gasp out.

He immediately put her back down. "I'm sorry! I'm so sorry Mac! Don't die on me!"

"What happened?" Mackenzie asked in a pain filled whisper. "My right shoulder feels like it's on fire. And I can't feel my right arm."

"You were shot Mac. I don't know what it was that shot you but it packed a wallop." He gestured down to his clothing which had been shredded by the energy bolt. "Your arm is still there though if we can get you back to Skye I think you'll be alright."

Mackenzie just nodded then closed her eyes wearily.

"Is she going to be alright?" Barton asked. He was back on his feet though he was rubbing a bruised shoulder from his landing after Spencer sent him on his impromptu flight.

"She'll be fine if we can get her to Skye!" He picked her back up, gently this time, and started to run back to Skye. Barton barely got in his way in time to prevent him from tearing off.

"She needs medical attention now! I've got basic medical training let me help her." Barton told him.

"And I have the equivalent of four years of Med school…admittedly it only took me eighteen months…but anyway, Skye can do a lot more for her than any first aid. Now get out of the way!

As Barton stepped aside there came a crash of thunder and flash of lightning. The night sky was clear with no moon but no cloud cover either. Suddenly a blinding bold of lightning flashed from the sky and struck the ground on the other side of the hill where the van was hidden.

"Well if he's back the situation is worse than even I thought." Barton said.

"If who is back?" Spencer demanded.

"Thor."

Skye gingerly crawled out of the hole where the van's side door used to be. She looked around and noticed the twisted piece of metal that was all that remained of said door almost a hundred yards away.

"Well if you didn't like my company you could have just said so." She yelled at the cloud of dust and flying grass that was all that could be seen of Spencer's passage. "What was the rush anyway? I don't offend do I? I took a shower." She said in exasperation.

Suddenly there was a blinding flash of light from beyond the hill followed by feelings of terror, pain and death. Which lasted for several minutes then slowly came to a stop. Something alien had landed in the S.H.I.E.L.D. compound, caused tremendous damage, then left. Skye let out a whimper.

There was a flash of lightning and roar of thunder, with a deafening concussion, a bolt of lightning lanced out of the sky and struck the ground twenty feet to Skye's right. Within less than a second another one hit the ground ten feet to her left.

As the smoke cleared a trembling Skye saw two figures emerge from craters where the lightning had struck the ground. Someone had actually RIDDEN the bolts of lightning and come HERE!

The nearest figure, well over six feet tall, taller even than Spencer actually, came out of the dust and smoke to stand before her. His eyes were haughty and filled with contempt as he gazed down on the small woman before him.

Skye just stood there, eyes wide as she stared up at Loki.

Loki mistook her wide eyed look and paralysis for terror. He couldn't have been further from the truth, for Skye was one of the few humans who had become infatuated with the terrible villain. There was just something about him that drew her like a magnet. Unfortunately she was terribly shy around her idols and had frozen solid the second his figure came into view. The only sound she made was a repetitive "I-I-I."

Loki continued to stare at Skye until with a negligent 'harrumph' of contempt he reached out and grabbed the collar of her jacket. He easily lifted her off the ground and pulled her close to his face to examine her.

"So pathetic." He said. "So fragile and weak. Tell me again why you brought us back to this cesspool brother?

"Because our father thought you could learn compassion from living among them and aiding in their struggle. Now put her down." Said an imposing figure wielding a hammer.

"So fragile. So vulnerable. Snuffed out with no effort. Just a twist of my hand and gone." Loki reached out and took Skye's chin in his hand.

The whimper she let out this time was DEFINITELY one of fear.

"So fragile." He whispered and started to tighten his grip.

"LOKI STOP!" Thor yelled and started toward him.

His attempt to goad Thor successful, Loki was already starting to put Skye down. He never got the chance as Spencer hit him from behind at seventy miles per hour. As she flew threw the air all Skye could think was, _Omagod! I'm gonna die! Omagod! Omago…_

"Ooof!" She said as she hit the ground. "Ow."

Spencer and Loki skidded across the rocky ground before coming to a stop fifty yards from the spot the two Asgardians had landed. The average Asgardian could press roughly 30 tons and was several times tougher than any un augmented human, Loki, while technically not an Asgardian, had similar abilities. This made him approximately as strong as Spencer who had his forearm firmly locked across Loki's trachea in a vicious choke and was making a concerted effort to squeeze the life out of Earth's former invader.

Spencer felt his opponent weakening and tightened his grip even more. The rage he had felt at Mackenzie's injury stoking his fury at the sight of this murderer with his hands on Skye.

_How DARE he threaten her!_ He thought. Squeezing even harder, determined to hear Loki's neck snap. Loki, clawed at Spencer's arm, his eyes bugging out of their socket as a black tunnel narrowed around his vision.

Suddenly Spencer let go as Thor finally made his way over to where he and Loki struggled and jerked him off his opponent.

"I think that will be sufficient my goo…" Thor began to say before Spencer's fist struck him in the solar plexus. He let out an "oof" and doubled over just in time for his chin to meet Spencer's rising knee.

Thor flew twenty feet through the air and landed with a thud. Spencer charged after him, determined to finish off the two thugs he had seen attacking his friend, not aware of who he was actually dealing with.

Thor rolled to his feet and met Spencer head on. The two collided with a thunderous crack and immediately locked up with each other. Spencer had one hand locked around Thor's neck and the other on the Asgardian's forearm. Thor's pose matched Spencer's and the two tried to push each other back by main strength.

Spencer's physical strength was evenly matched with Loki's, who was physically no more powerful than a typical Asgardian, but he wasn't fighting Loki anymore. Thor was the physical culmination of the Asgardian people, the strongest member of his race able to press over 100 tons. Slowly he began to give ground, almost going to his knees as the mighty being simply overpowered him. Realizing that for the first time in years he was facing someone stronger than him, Spencer switched tactics. Rolling backwards he put both feet in Thor's chest and heaved.

Caught off guard by the sudden lack of resistance, Thor flew over two dozen feet through the air before landing with concussive force. Spencer was already on him, landing on his chest and raining blows down on Thor's head. Spencer's reflexes were dozens of times faster than an un augmented human allowing him to land dozens of punches per second.

Uttering a cry of fury, Thor summoned his hammer Mjolnir to his hand. "Enough!" He bellowed and struck Spencer full in the face with the weapon.

Skye was having a bad day. _First, I get dragged out to the middle of no where on a mission that will almost certainly end with a nervous breakdown and lifetime confinement in tapioca pudding land. Next, Spencer abandons me, heavily damaging our only form of transportation on his way out. Then, one of the worst mass murderers in human history shows up, and no matter how cute he is, almost killing me was definitely a mood killer. Finally, Spencer comes BACK and almost kills me himself by attacking said mass murderer._

"I wanna go home." She said. She really was on the verge of an anxiety induced nervous breakdown when Spencer's limp body crashed to the ground less than three feet from her.

"S-Spencer?" Skye quavered. There was no response. Skye noticed that his entire face and front of his chest were covered in blood. He looked dead to her.

Crawling over to his side Skye shook his arm trying to get him to respond. "Spencer! Please wake up!" She wailed. He didn't move and Skye couldn't tell if he was even breathing. Tears streamed down her face. "No. Don't leave me here alone!" She cried.

"Fear not lass." A voice said from behind her. "I did not use my full strength. Your friend will recov…"

It was like a switch flipped in Skye. One second she was sobbing in terror for herself and her friend, the next the fear was gone and only rage at the people who had done this to them remained. With a surge of fire, Skye blasted herself off the ground and hovered surrounded by intense flames. Her eyes were glowing and her hair appeared to be made of living fire.

"…er." Thor finished.

"How dare you." Skye said with such quiet intensity that Thor took a step back. She then blasted him full in the chest with a burst of fire hot enough to melt steel.

Landing several dozen yards away, Thor rose up on one elbow and stared at the beautiful flame wreathed apparition hurtling through the air toward him. "I fear this will not end well." He said.

Barton helped Mackenzie over the hill that hid Spencer's van. The vehicles in the S.H.I.E.L.D. facility had all been trashed in the Shi'ar attack. Mac was beginning to regain feeling in her right arm, unfortunately that feeling was intense pain. Her backpack had absorbed most of the force of the weapon that had hit her but she still had severe burns across her shoulder and part of her neck. Fortunately the box with the artifact had survived unscathed and was now being carried by Barton. They could see occasional flashes of light and hear booms of thunder.

"What the heck is going on over there?" Barton asked.

"Something finally pushed Skye over the edge. My little terrified kitten has become a roaring lioness it seems."

"What? You mean Skye Salvatore is causing all that?"

"I think some of it is caused by Thor and Mjolnir but most of it is Skye."

"Is that why you sent Spencer off like that? You knew something like this would happen?"

"I felt Skye's panic and thought she needed help. Apparently, she's finally learned how to take care of herself."

"Too bad you already sent Spencer. Though I'm loathe to let go of you I have to admit his ability to pick you up and carry you like a child's doll would have made this whole trip much faster."

Mackenzie only grunted in pain. They traversed the last few feet to the top of the hill in silence. As the two topped the crest they came upon a scene of devastation straight out of someone's nightmare vision of Hell. There was fire everywhere, even some of the ROCKS were burning, and a fiery figure shaped like a woman danced among the flames shooting blasts of fire at two imposing figures on the ground.

Thor was covered in soot and minor burns while multiple images of Loki kept appearing and just as quickly being destroyed by gusts of flame. As the two watched in astonishment Thor finally got fed up and sent a terrific bolt of lightning directly into Skye. It did not have the desired effect. Instead of knocking the enraged young woman out of the air, she actually absorbed the bolt and used it to fuel her power even more.

"Well that's different," Mackenzie remarked calmly.

"We've got to stop this! They'll wind up killing each other and if those alien things come back we'll need all the help we can get!" Barton told her.

"You're right. We better get down there and…wait. Where is Spencer? He should be here somewhere."

"Maybe he was forced to run off?" Baron suggested diffidently.

Mac turned to glare at him. "I've never seen Spencer run from anything. While on the African Dig I watched him face down a young lion, unarmed, to save one of the dig workers. And that was BEFORE he was augmented by these artifacts. He is either here or he's…" She cut off as she saw Spencer's unmoving body lying near the van.

"Spencer." She whispered.

A rush of adrenaline gave her strength and summoning her reserves she shouted out in a voice backed by her power. "STOP THIS AT ONCE!" The sound could be heard for miles and only her power shielded Barton from being knocked to the ground and deafened by the terrible shout.

All three combatants reeled from the terrific sonic force. Skye looked up and seeing Mackenzie floated to the ground, her fire going out and a sheepish look crossing her face. "They started it." She mumbled sullenly.

Thor stood up from where he had been kneeling with Mjolnir in a defensive position in front of him. Loki continued to lay where he was, smoking from a direct hit, with a dazed expression.

"I hate this planet." Loki moaned.

Mackenzie hobbled down the side of the hill to where Spencer's limp form lay. She nearly let out a sob as she saw him unmoving and covered in his own blood. Kneeling down she felt for a pulse and let out a sigh of relief when she found it. Skye came hurrying up to her side.

"What happened?" She asked Skye.

"Some of Spencer's equipment just went crazy and he rushed off and left me then these two showed up and attacked me and Spencer came back and he fought them off until the blond one hit him with his hammer and now Spencer's dead and it's all my fault because I should have stopped them!" Skye wailed, babbling and crying at the same time.

"He isn't dead Skye. I can feet a pulse. What happened to him anyway? He's the next best thing to invulnerable!"

"That would be my error my Lady." Thor said as he came up behind the two. "When yon friend arrived he set upon Loki to defend this lass. I moved to separate the two and he mistook me for an enemy. He fought with skill and courage to match any but was overwhelmed by Mjolnir. Then yon Valkyrie did rise to his defense."

Barton had his bow out with an arrow knocked, ready, and aimed at Loki. "What is he doing back here? I thought you were taking him back to face justice!"

"Our father learned of a threat to this world and sent us back to aid in your defense. A powerful artifact has been found and attracted the attention of an ancient evil controlling an empire great and vast."

Hawkeye's bow never wavered. "Well you're a bit late. The aliens have already been here and left. I think they got what they came for."

"Then we must follow else all is lost. This artifact has the means of destroying all that exists and the evil beast that seeks it _will_ use it."

As Thor brought his hammer up in preparation to summon a portal back to Asgard, Mackenzie raised her hand to halt him.

"If you're talking about the M'kraan Crystal I don't think they found it. If that is what S.H.I.E.L.D. had locked up here I took it. It's still safe."

"I've been meaning to ask why you came after that thing in the first place." Barton said still watching Loki.

"We need it to find out what our artifacts did to us. Especially Spencer." She replied. "Ever since we got them we keep changing, becoming more powerful, I'm afraid we won't even be human if this keeps up. And Spencer, he," she took a deep breath. "He's in constant agony. He's thirty-four years old and looks like he's fifty. Whatever those THINGS did to him are causing him so much pain he's aging prematurely. I'm afraid the stress is going to kill him."

"Perhaps some of these creatures are not quite as fragile as I thought brother." Loki said hoarsely as he limped up to the group. He was nursing several burns and rubbing his neck where a dark bruise was visible in the light of the fires. He was looking at Skye with something approaching respect, or at least as close to respect as he was capable of getting. "At least one of these mortals would be a rival for one of the Valkyrie." Skye turned her back on him with a harrumph, he only smiled in renewed contempt.

"We need to get Spencer out of here. I don't know how much damage he sustained but this is definitely not the place to be right now. There is no telling when those things might come back."

"Shi'ar." Loki said.

"Pardon me?" Mackenzie asked.

"They are called Shi'ar you ignorant mortal. A very dangerous foe. Perhaps you should learn to find out something about an enemy before you make one." He said with disdain.

"I'm sorry. And just when did I ever start to believe you had an opinion worth listening to?" Mac asked him sweetly.

Loki drew himself up to his full height and prepared to deliver a cutting reply. As he opened his mouth there was a screaming from the heavens and Iron Man descended from the sky, his repulsors catching the Asgardian full in the chest.

Stark came to a landing right over the fallen Asgard, hand repulsors pointed directly at Loki's face. "Looks like I got here just in time. There's no telling how much damage he could of done without me to stop him. So what's up with you guys?" He quipped at the group.

"I _really_ hate this planet." Loki groaned.

"Look. I saw Loki, I thought he was here to try and conquer Earth again so I attacked. Can you blame me?" Stark said in exasperation.

"Sounds perfectly reasonable to me." Barton replied. Everyone else in the group, even Thor and Loki, nodded.

Spencer, who was still drifting in and out of consciousness said, "Hit him again just for fun."

Loki turned to offer a scathing retort but Spencer passed out once more before he could deliver it. "Maybe you will take wise advice from a superior when these others seem too ignorant." He told Stark instead. "Make sure you know who your enemies are before you strike."

"Yeah, pretty sure I got that one covered."

Skye came over and examined Mackenzie's injuries. "Let me take care of those Mac."

Mac nodded and pulled her shirt down off her shoulder so Skye could get a good look. "Ouch. Looks like some of the steaks my Dad used to grill." Barton said.

"I feel like a grilled steak right about now." Mackenzie replied as Skye put her hand over the burn and closed her eyes.

A warm light spread out from Skye's hand. The others watched in awe as the skin on Mac's shoulder bubbled and visibly healed. Within seconds there wasn't even a sign that Mackenzie had ever been wounded.

"A Valkyrie indeed." Loki whispered

"That's amazing!" Hawkeye exclaimed. "I've never seen anything like it!"

"I have to admit that even I'm impressed by that one." Said Stark his brow furrowed. "But if you can do that why are we standing around waiting for Mr. Hammer Catcher to wake up on his own. Let's have with the glowy and get him on his feet."

Skye shook her head. "It doesn't work on him for some reason. I've tried. He seems completely immune. We think it has something to do with the artifacts. Nothing Mac or I can do has any effect on him…well…other than hitting him with fire or tossing him with telekinesis. Although those don't actually hurt him."

The sound of approaching choppers could be heard. "Seems like the cavalry is finally on its way. Wonder what took so long." Stark said.

"Probably the fact that we're several hundred miles from the nearest S.H.I.E.L.D. base." Barton replied. "Besides, some of the things here are, well, WERE too dangerous for deployment. And it can be difficult to get soldiers or police to keep quiet. We couldn't risk knowledge of what we had getting out until all the kinks were ironed out."

"Makes some sense I suppose." Mackenzie said. "Though I think we already had this conversation. Something about buzz saws through butter I believe?" She quirked an eyebrow at Stark.

When the choppers landed Fury and Agent Romanov where among the first to exit the craft. "What in the hell happened here?" He demanded. Spotting Loki he brought up the energy rifle he was carrying and shot the Asgard point blank in the chest.

Barton rushed over to stop any follow up shots and fill the director in on the situation.

Loki groaned. "Why do people keep doing that to me?"

"Maybe because you're a sadistic madman who killed several thousand people and tried to enslave the entire planet?" Skye shot back at him.

"It was something in the nature of a rhetorical question."

"What?" Fury shouted as Hawkeye got to the part about the Shi'ar and Asgardian's arrival. He had carefully avoided mentioning Mac's theft of the artifact.

"I think we need to get that thing off Earth sir. Whoever these 'Shi'ar' creatures are, they want it in a bad way. I'm also pretty sure that taking out their central command node won't win us the war like it did with the Chitauri. Their tactics were more along the lines of a well trained military unit not mindless drones."

"I'm not sure I feel comfortable handing yet another all powerful energy source over to the Asgard, Shi'ar or no." Fury replied.

"We could not take it in any event." Thor replied. "It's guardians are here, they must remain with it. We offer only our aid in the defense of the crystal and this world." Loki rolled his eyes.

"Guardians? What guardians?" Natasha asked.

"These bold and powerful warriors of course." Thor said indicating the unconscious Spencer, Mackenzie, who was dressed in the charred remains of her infiltration gear, and Skye who appeared to be on the verge of a nervous breakdown.

"Great. I feel so much safer." Romanov said sarcastically.

"Get these people on the choppers, we need to evac them to a safe location immediately." Fury shouted to his troops. "The rest of you, spread out and search for survivors. Jacobs! You're in charge."

The indicated agent saluted and moved off to direct the search.

Spencer regained consciousness once more as they were loading him onto one of the choppers.

"Skye?" He inquired after looking around in bewilderment at the damaged landscape.

"What is it Spence?" She replied in concern.

"What happened to my van?"


	4. Chapter 4

**Chapter 4**

"Seriously, I think I'd remember ripping the door off my van. I mean, yes I was in a hurry, but that much of a hurry?" Spencer sounded skeptical. He wasn't suffering any memory loss he had just been preoccupied when he exited the vehicle.

"Spencer I was there. I saw it with my own two eyes. The major body work done to that van was definitely your handiwork." Skye told him in amused exasperation. She then let out a huge yawn. It had been a long day.

The chopper set down in a pine clearing somewhere in the Rocky Mountains. There were two SUV's waiting for them along with Captain Steve Rogers and Dr. Bruce Banner. A road, little more than a dirt track really, led off into the mountains.

"Everybody out!" Fury shouted. "We can't get where we're going by chopper. Pick a vehicle and pile in."

Spencer jumped out of the helicopter as if he hadn't just received a blow to the head from a weapon capable of destroying tanks. Apparently his ability to heal three times faster than an average person had been augmented too.

Each SUV held a maximum of seven passengers and there were a total of ten people exiting the aircraft. "Who's riding with who?" Asked Banner.

"Loki!" Skye exclaimed in excitement. Her anger at the Asgardian's earlier attack forgotten. Once again she was the ultimate fan girl.

Spencer sighed. "What is it exactly you see in him again Skye? He's a mass murderer and would be conqueror. He almost destroyed New York, admittedly not much of a loss but still. And he tried to turn the entire human race into mindless slaves."

"I know, I know it's just, well," She paused and took a deep breath. "He's so COOL!" She squealed in glee.

With that she ran off to follow Thor and Loki as they entered one of the SUV's. Spencer groaned and rubbed his face with both hands.

"Come on Spence." Mackenzie told him. "We can't leave her alone with that lunatic. She'll wind up helping take over the universe or something."

Spencer sighed and nodded before heading off to talk to Romanoff who was driving the vehicle .

"Well I'm not letting you out of my sight Dr. Arden. Consider me your adoring shadow." Barton whispered in Mac's ear.

Mackenzie blushed and looked deep into Barton's eyes. Reaching out she touched his mind once again and the two shared a quiet moment before she broke the connection, took his hand and started after Skye.

Spencer paused in his conversation with Romanoff to observe Mac and Hawkeye's exchange. His jaw clenched as he watched her take Barton's hand and walk toward the SUV.

"What is it?" Natasha asked him.

"Pardon?

"You look like someone just kicked you. You all right?"

Spencer took a deep breath then let out a self-deprecating laugh. Shaking his head he watched Barton help Mackenzie into the vehicle. With a half smile of regret he replied. "Yeah, just thinking about the way things change is all."

Romanoff gave him a quizzical look then shrugged. "Well come on, I'm driving." She told him. He nodded and got into the front passenger seat.

The first hour or so of the trip had consisted of silence broken only by the occasional, nearly silent, squeal of "Loki!" from Skye. She had chosen to sit in the very back on one side of her idol while Thor sat on his other side. Loki was not amused. That had been the first hour. The second consisted of Skye occasionally mumbling "Loki" as she slept and drooled on the Asgardian's arm. Loki was less amused.

Mackenzie and Barton where lost in each others minds. Their gaze rarely wavered from each other and their hands never unclasped. Spencer observed this silently. He had never seen Mac so happy. Turning away from the new couple, Spencer made a quiet promise to himself to stop anything that would undo that happiness.

Spencer let out a slightly bitter laugh. _Like I have any power or say in the matter anyway. _He thought with regret.

Turning to Romanoff he asked, "So where exactly are we going?"

"When we uncovered the artifact Dr. Arden's carrying we found an entire complex of buildings, almost a fortress. The place is practically impenetrable from any angle except the front door, if you want to call it that. It's buried under a mountain and the walls are made out some material that bears a striking resemblance to vibranium."

"Vibranium?" Spencer replied. "Isn't that what Captain Rogers' shield is made of?"

Mackenzie stopped gazing into the mind and heart of Agent Barton, her interest piqued. "I thought there was barely enough of that material to create the shield. How on Earth did they find enough to build a small fortress?" She asked.

"It isn't small." Natasha replied. "The entire thing covers over a mile. If I were to make a guess I'd say that either that temple or fortress or whatever it may be is the reason we found so little vibranium on Earth or…"

"Or?"

"Or it didn't come from Earth."

Spencer and Mac where quiet for a few moments thinking that one over.

"I think you're probably right." Mackenzie finally replied. "It would make sense that whoever placed the artifact here would want to protect it. Building a fortress out of vibranium would certainly do that."

Spencer nodded. "I only wonder why they left the front door open for just anybody to waltz in and take it." He said thoughtfully.

"Once you see the 'front door' so to speak, you'll probably understand better."

"Well then I certainly hope you don't get lost then mortal. I know how fragile your minds can be." Loki said from the back. He smiled contemptuously at the humans.

"I have no desire to bandy words with a murderer and failed conqueror, just be glad your brother took you away from Earth before we could dispense real Justice." Agent Romanoff replied in scorn.

"Peace!" Said Thor. "We fight against a common foe, let us not squabble amongst ourselves lest we give victory to our enemy." Spencer and Mac glared at Loki before grudgingly giving nods of assent.

Loki simply gave a smile of contempt before turning to look haughtily out the window. This effect was marred when the vehicle hit a sudden bump. Skye stirred and snuggled closer to Loki. "Yes I'll kneel to you lord Loki." She mumbled before letting out a 'snirk' and drifting back to sleep.

Thor smiled in amusement at Loki's obvious discomfort while Barton and Mac simply shook there heads. Spencer looked at the sleeping Skye and sighed again before turning to look back out the windshield.

They rounded a bend in the road and hit another bump. This time Skye actually took hold of Loki's arm and snuggled it like a Teddy Bear. "Of course I'll rule with you." She said sleepily before drifting deeper into sleep. She started snoring again.

Loki looked about ready to gnaw his own arm off to escape and Thor barely stifled a laugh. Spencer buried his face in his hands and shook his head. Mac and Barton were too lost in each other to notice. While Romanoff came close to losing control of the vehicle she was laughing so hard.

The vehicles finally came to a opening in the trees just large enough for them to park. A cave was revealed in the headlights. "Last stop, everybody out." Romanoff quipped.

"If your plan was to cower in some hole in the ground until the Shi'ar tire of searching, I must warn you they will tear your world apart and sift through the dust left over before they give up." Loki said in contempt.

"It isn't just some hole in the ground. It's a passage to the site's entrance. And it wasn't here two years ago. Something punched a shaft through a mile and a half of solid granite in less than two seconds." Romanoff said as she exited the vehicle.

"The Shi'ar?" Mackenzie asked.

She shook her head as the others got out and followed her. "Satellite images show the passage was punched from the inside out."

A very drowsy Skye exited the SUV, still clinging to Loki's arm. The being from Asgard looked around in a panic as he tried to desperately retrieve the appendage.

"I think you made a new friend brother." Thor said laughing.

Skye gave a huge yawn then looked up at Loki with a sleepy smile. The smile turned into a frown then with a 'yeck!" she pushed him away. "What the heck was I just doing?" She asked.

Loki looked as if he didn't know whether to be relieved or offended. As the rest of the group busted out in laughter he settled on offended. "If you pathetic mortals are done insulting your betters let's continue!" He snarled before moving into the entrance.

"This is your safe haven?" Stark was saying to Fury. "A cave? If I wanted to hide in a hole in the ground I would have gone to the basement of Stark Tower!"

The journey down the tunnel had been a long but not difficult one. The walls were smooth as glass and the slope was gentle. The shaft ended in a large, spherical room approximately thirty yards across with walls composed of what appeared to be marble but upon closer inspection was something else. A large archway carved with Phoenix symbols stood in the center of the room.

Captain Rogers, Director Fury, Dr. Banner, Stark, and Agent Romanoff were busy watching Loki with mixed amounts of suspicion. Skye was surreptitiously watching Loki also, though her glances were more like an adoring puppy. Mackenzie was busy examining the cavern walls while Hawkeye watched her. Spencer, his face a mask, watched Mac and Skye.

"When did you say this was carved?" Mackenzie asked.

"A little over two years ago." Dr. Banner replied. "A satellite detected a huge heat spike in the area. One moment there was a solid rock face and the next this tunnel."

"What date exactly?" Mac asked.

Banner quirked an eyebrow at Fury. "March second." Fury replied.

Mackenzie and Spencer shared a look then glanced at Skye who appeared worried. "That's the day we found our artifacts in Africa." Mac said.

"I doubt that's a coincidence." Fury said.

"Of course it isn't." Loki told them contemptuously. "Haven't your pathetic minds figured out yet that these three are linked to the Crystal. Why it would choose such weak and pathetic creatures as it's guardians is beyond me though."

"Says the guy who would be dead if not for big brother's intervention." Spencer shot back.

"And the one I left smoking in a hole not too long ago." Skye said sweetly.

"And yet here I am, proof of your failures." He said with another contemptuous smile.

"You want round two? I'll show you who's pathetic!" Spencer told him getting right in Loki's face.

"Spencer!" Mac reprimanded him. "Enough. We have bigger issues than how badly you beat the crap out of him."

Spencer smiled and turned away from the fuming Asgard.

"So how exactly do we get in?" Spencer asked Fury as Loki sputtered behind him. "I don't see a door."

"There's something that's been bothering me since we got here." Mac said before Fury could reply.

"What's that." Asked Captain Rogers.

"Where is the security? The researchers? This is one of the most important locations on the planet from everything you've said but you don't have anyone here."

"Secrecy is sometimes the best defense." Fury replied. He turned and walked under the archway, vanishing from sight halfway through.

"Holy crap what the heck was that!" Skye exclaimed.

Walking over to the archway, Spencer bent over and carefully examined the place Fury had disappeared. "It's an Einstein-Rosenberg bridge isn't it?" He asked.

"Give the man a cigar! Apparently his head has more than oatmeal in it after all!" Stark exclaimed.

"How is this possible?" Thor asked. "I thought only Asgard had this technology."

"You are very naïve brother. There are races far more advanced than yours in the universe." Loki replied.

"More advanced than ours. You are still my brother."

"Only be adoption, never by blood."

"Well enough of the touching family squabbles, let's get in there and see if we can find anything that might help us survive this new invasion." Stark said before stepping through.

The others quickly followed until Skye was left alone in the cavern. "I can't go through that!" She said in a panic. "Omagod! They left me! But…but…I can't! But they left me!" She started to hyperventilate until Spencer stepped back through the opening.

"Skye? Are you ok?"

She ran up and hugged him. "I can't do it Spence! What if that thing doesn't put me back together right?"

"It's ok." Spencer reassured her as he hugged her back. "Everything will be alright. We'll go through together. You'll be perfectly safe, I promise."

"I-I CAN'T!" She wailed.

Spencer sighed in fond exasperation. "How about I carry you. Will that work?" She nodded into his chest. "Ok. Here we go."

Picking her up as easily as an adult picks up a small kitten, Spencer stepped through the portal again.

"What the hell is going on here!" Fury screamed as Spencer stepped into the receiving chamber.

There were lights everywhere and a giant hologram of a mountainous area was displayed in the middle of the huge room.

"Ok take me back. I don't think I want to be here anymore!" Skye said.

"But I thought you didn't like going through the portal." Spencer replied as Fury and a researcher conversed.

"That was before we stepped through and I saw that!" She replied pointing to the giant projection.

The image had zoomed in and a creature moved through the forest. It appeared to be roughly the size of a small man, thin, with wiry muscles. It was covered in some kind of light altering clothes and moved in a slow stalk. Suddenly it blurred into motion, faster than any of the humans present could follow, and struck a deer. Vicious claws extended from the things fingers and it ripped the deer to shreds with horrible ease. It didn't appear to be eating the deer, so much as draining it's blood. The creatures mouth was filed with hideous fangs and it bore the stains of previous kills on its face and uniform. One second it was feeding on the remains of the deer then it was gone.

"I need answers people! What the hell was that? What is going on here?" Fury demanded.

"We don't know sir! All the dead equipment just went active when your group stepped through the portal. It has to be something you brought with you!"

"Something or someone." Loki said, looking pointedly at Mackenzie, Skye, and Spencer.

The hologram tracking device was struggling to keep up with the creature as it moved through the woods feeding on anything it came across. Words in a strange script flowed around the edges of the monitor.

"Dr. Arden, you're the expert on ancient ruins, can you read that?" Captain Rogers asked pointing to the words on the holographic image.

"It's not a language I'm familiar with, though the glyphs do look familiar. What about you Spence?" She said.

Spencer put Skye down and stepped toward the hologram for a better view. "I'm not a linguist Mac." He told her. "The only languages I'm familiar with are Greek and Heb…Holy Crap it's Hebrew!"

"Yeah, great, what does it say." Barton asked.

"It's a description of the creature being tracked. Speed. Strength. Intellect. Planet of…Planet of ORIGIN! This thing isn't from Earth!"

"Ok. So why is it tracking this thing? Does it keep tabs on all extraterrestrials?"

Spencer scanned the information. "This device keeps track of threats to this complex or the people in it. It has a range of…" He paused in shock. "It has a range of one hundred and fifty thousand light years! That can't be right. How can anything detect threats that small over those kinds of distances?"

"We have a similar ability on Asgard. Though not as extensive. Heimdall is in charge of it and I believe he could track something such as this across several of your light years." Thor told him.

"Really? Amazing! Do you use some kind of tachyons for detection purposes or gravitons? Or do you exploit the quantum interconnectivity of the universe?" Spencer asked eagerly.

"The creature Mr. Spencer. Can we get back to the task at hand?" Fury asked in exasperation.

"What? Oh right. Sorry." He turned back to his examination. "It seems to track any immediate threats to the bearers…no…GUARDIANS of the M'Kraan Crystal. It categorizes this thing as a…" He paused once more as he translated the text. "Class One: Highest Priority Threat." He watched as the creature seemed to vanish from one spot and reappear in a different one.

"Is it teleporting?" Asked Romanoff.

"No, I can see it move." Loki replied. "Though it's speed is amazing even to me."

Thor nodded agreement to his brothers statement. "It does indeed move with amazing speed and agility but I can track it."

"Does it say what that thing is?" Banner demanded.

Spencer read closely. "I think it says it is called a Jaflashine."

Loki sucked in a deep breath in shock.

"You've heard of it?" Mac asked.

Loki nodded. "During my…sojourn…among the Chitauri I learned of many other worlds and species. These Jaflashine are a kind of creature found on a world in the Shi'ar empire. A dark world with almost no sunlight. They are incredibly fast, as you can see, and strong. They can heal with unbelievable rapidity, so fast they are nearly unkillable, and they have a nearly insatiable thirst for blood. They are sentient, though not terribly bright, and occasionally offer one of their kind to the Shi'ar in exchange for trade goods. When the Shi'ar take them, they augment them with adamantium or vibranium skeletons and claws. They are used as scouts and assassins to track down things or people the Shi'ar want, dead in the case of the people."

"Could you and Thor handle this thing alone?" Fury asked.

"Certainly." Thor said.

"No." Loki replied at the same time.

Thor looked at him sharply. "Surely you jest brother! It is but one creature! It cannot best the both of us if we fight as one!"

"I doubt it could kill us, but in order to destroy it we would have to sacrifice half a continent. It moves faster than any vehicle these mortals have save perhaps Stark's suit. Are you willing to cause that much destruction?" Loki didn't seem offended at the suggestion merely curious and perhaps a little eager.

"…No. I will not destroy this world to save it."

"Then it seems we have a problem folks. If we can't fight it and we can't run from it what do we do?" Stark asked.

The silence lasted for almost a minute before Mackenzie sighed and offered her suggestion. "We've been running from this for too long. Skye, Spencer, I think it's time to face what we were obviously chosen for, we have to accept our roles as the Crystals guardians."

Taking the box containing the crystal Mac looked around until she noticed a pedestal made out of some strange crystal like material. She carried the box over and set it on the ground. Reaching into what was left of her backpack she took out the tongs and gloves she used to take the artifact from it's original container. After putting the gloves on she opened the box.

Immediately the entire complex was filled with a warm, soothing light. Like a fire on a cold day. It saturated everyone and gave a sense of boundless peace and comfort. Reaching into the box, Mac used the tongs to place the Crystal on the pedestal. The object sank about halfway into the material it was set upon then began glowing a fiery red color. The feeling of peace and comfort intensified. Even Loki was mesmerized by the emanating light and stood staring at the artifact, mouth open in amazement.

"Okay, let's do this." Mackenzie said, bracing herself she reached out toward the crystal.

"Wait!" Spencer shouted. "Let me go first! I don't want to risk anything happening to you."

Mac shook her head. "You're the one who suffers from whatever these things have done to us, I think Skye and I should go first, if we turn out all right then you can give it a try."

"But…"

"She's right Spence." Skye said quietly. "You've already suffered so much. Let us take the risk, if there is any."

He began to argue some more but the looks on Skye and Mackenzie's faces dissuaded him. With a sigh he nodded his agreement.

Skye smiled and walked over to join Mac. "You sure this is a good idea Mac?" She asked nervously. "I mean last time this thing DID nearly cause me to go nuclear."

"It'll be alright. I don't know why but I'm sure that here, in this place, we'll get what we need."

Skye nodded. "Ok. Then let's do this together."

"I'm not sure I can agree with this." Fury said. "If that thing is as dangerous as you seem to think I'm not sure I want ANYONE touching it!"

"I don't think we have a choice sir." Hawkeye told him. "I certainly don't want anything to happen to Dr. Arden but if this is the only chance we have to keep that thing out of the hands of these Shi'ar I think we have to take it."

Fury paced back and forth for a few seconds then with let out a growl of frustration. "You're right. We DON'T have much of a choice. Do what you have to."

Mac and Skye nodded. "Ok Skye, on three. One, two, three…" In unison they reached out and touched the M'kraan Crystal for the first time. The world faded to white and they felt their very essences absorbed into the Crystal.

"Welcome My Children."

Skye and Mackenzie found themselves surrounded by brilliant white light. It wasn't blinding but they couldn't see beyond a dozen feet in any direction. The light obscured everything, and they knew the space they were in was gigantic, possibly infinite. Yet the radiance covered it like a fog, perhaps to protect their minds from a glimpse of eternity.

"I have waited so long for this moment." A voice said. It wasn't just physical or mental, it penetrated into the very heart of their beings. "The time has come for you to begin the journey. The fulfillment of your destiny."

"Who…WHAT are you?" Mac asked in a quavering voice.

"I am the caretaker of existence. She who watches over all the Multi-verse trimming away the dead and decaying, encouraging the growth of life, sentience, and knowledge. Created by the ONE ABOVE ALL to nurture His children on all worlds and across all realities. I am the Phoenix Force, guardian of the M'Kraan Crystal."

"The One Above All? Do you mean GOD!" Skye asked in shock.

"That…is one way to describe Him." The voice sounded amused. "He certainly has all the attributes of the being you call God."

"So there is a seed of truth in all religions?"

"Depending on the beliefs it can be the tiniest of seeds or much, much more."

"But which one!" Mac asked in excitement.

"You already know the answer."

"Does…does that make you some kind of…of an angel?" Skye asked.

"An angel?" The voice said then laughed merrily. "That…is one way to describe me."

"Does…" Mac gulped and took a deep breath. "Does that mean we're dead? Is this Heaven?"

A glowing woman stepped out of the obscuring light. She appeared to be both the source and the creation of the light. She was beautiful beyond belief but her features were impossible to make out. When she spoke they realized that this was a manifestation of the Phoenix.

"No child. This is but the door, the place of transition from the realm of matter to the realm of spirit. Here I determine whether to send those who stand in the crossroads back to finish the tasks they are given in life or on to their reward. Good or bad."

"So…we are on the verge of death? Are you going to send us back? Or on to our rewards." Mac asked.

"You are different. The two of you came not through the door of Death but through the opening found in the Crystal. You need the hidden depths of your power opened up so you may face the villain who seeks to destroy all that is. I cannot open your abilities to the fullest extent, you must grow into that, but I can and will grant you a boost on the road to what you were born to be. This is the only way you can defeat the one who seeks to use the Crystal for such an evil purpose."

"Wait. Why do we have to face this thing? I thought you said you were the Crystal's guardian!" Skye exclaimed.

"This one enemy I am forbidden from confronting face-to-face. Fear not. You will not fight alone and you will have all the strength necessary to achieve victory, though you will face sorrow before the end."

"So we WILL win?" Asked Mackenzie.

"I…do not know for sure. I can see much, but only the ONE ABOVE ALL sees everything. I only know you will have the strength you need to cast the results into perfect balance. A single breath may determine the outcome one way or the other. It is all I can give you."

Stepping close to Skye and Mac the Phoenix force stretched out her hands and placed one upon each of the women's head. They felt barriers they had not even been aware they possessed dropping, and power unlike anything they had tasted before flowed into them. Their eyes glowed with the strength that surged through them.

"Now go back. Know that I will be watching you my children."

Mackenzie felt herself return to her body. The strength she had gained from the Phoenix suffused every fiber of her being. It felt like she had but to concentrate and she would be able to learn all that was in the mind of every creature in existence. Looking around she noticed something strange, it was like everyone in the room was moving through molasses. She took a step away from the pedestal with the crystal and noticed only Thor, Loki, and, oddly enough, Spencer's eyes were tracking her.

"What is going on here?" She asked.

" t?" Spencer asked in an incredibly slow and drawn out voice.

With a start, Mac realized she wasn't moving any faster than normal but was actually distorting _time_! "I…I don' know!" She said in shock. Closing her eyes she willed everything to return to a normal pace. When she opened them it appeared as though everyone was once again moving at their regular speeds.

"Well at least ONE person got a major upgrade!" Loki said. Everyone turned to look at Skye.

"Anything new from the human cigarette lighter?" Stark quipped. Suddenly Stark's entire expression changed and a look of terror crossed his face. With a yelp he dropped to the floor and curled up in the fetal position crying for his mommy. Just as quickly the feeling of terror and helplessness left him to be replaced by one of calm equanimity.

"You could say that." Skye replied with a smirk.

"I'd appreciate you not doing that again." Stark said nervously.

"How long were we out?" Asked Mac. "It felt like almost an hour."

Everyone looked surprised then Barton said. "You touched the crystal, stood there for maybe five seconds, then started moving again."

"That's impossible! It had to be at least half an hour!" Skye exclaimed.

"Well this little conversation is quite fascinating but I think we have one more person in the group who still needs to be buffed up." Loki commented snidely.

Spencer glared at Loki then sighed and nodded. "Guess he's right. Here goes nothing." He walked across the room, hesitated for a second then reached out and placed his hand on the crystal. Nothing happened for a moment then he was drawn into the gem in the same manner Skye and Mackenzie had been.

"Welcome Usurper."

In the temple, those gathered watched Spencer stand perfectly still for several seconds before letting out a silent scream of pure agony. He was shot across the room to impact the far wall hard enough to dent the nearly unbreakable metal.


	5. Chapter 5

**Chapter 5**

Spencer came to slowly, he felt like every single nerve cell in his entire body had been bathed in acid then set on fire. It was a familiar sensation though it had been several months since it had been this bad. He remembered everything that…BEING had said to him, and it terrified him more than anything he had ever heard. He let out a sigh and opened his eyes. His head was being cradled in Skye's lap and Mackenzie knelt next to him with some strange handheld device, running back and forth over him.

"He's alive!" Skye said in obvious relief. "Thank God." There were tears in her eyes.

"Welcome…" Mackenzie cleared her throat, as some emotion almost overcame her self control. "Welcome back Spence. Seems you had a rougher time of it than we did."

"Nothing I haven't been through before." He croaked. "Though if I knew that all I had to do to receive this kind of treatment from the two of you was nearly die, I'd have taken up a sport, say, skydiving…without the parachute." He grinned up at Skye.

Skye laughed, looked up at Mackenzie and said, "Well he's back." Then she pushed his head off her lap onto the floor. Mac shook her head in amusement.

"And now the moment is over." Spencer said ruefully.

"Well now that this…sickeningly tender moment is over, perhaps we can return to something actually important." Loki sneered.

Mackenzie glared up at the Asgardian. "Just because you are a soulless sociopath with a VASTLY over inflated sense of your own miniscule worth doesn't mean the rest of us have to put up with your utter stupidity." She rejoined.

Loki walked over to stare down at the three friends. "This creature is worthless to us now. Whatever that Crystal did to him made him a pathetic, mewling shadow of a real asset, though he was barely ever that. We should discard him as the useless burden he now is." With that he kicked Spencer as hard as he could in the kidney.

Before anyone else could react, Loki was shoved up to the ceiling with tremendous force. His breath exploded from him in a gasp and he hung, pinned to the ceiling. His face contorted in agony as every fiber of his being felt like it was being torn apart one cell at a time.

"You shouldn't anger your betters." Mackenzie replied without turning to look at him. She waited a few more seconds then let his limp body come crashing back down to the floor where he lay gasping.

"How dare you assault me you miserable…" Loki began only to be cut off by a renewed surge of agony. It was so intense his vision turned white and he was unable to move or even scream.

Skye ran over to where Spencer had flown after the terrific force of the kick but he was already on his feet his fists clenched in anger. The kick had barely registered and now he was ready for some payback.

"Perhaps you need to learn how to remain silent around us Loki. Especially when we can all kick your butt!" Skye said in amusement as she observed Mac's display of power and Spencer's newfound durability.

Mac relented and Loki flopped bonelessly on the floor. Turning her back on the writhing Asgardian she resumed her examination of Spencer who had stopped his advance to admire Mackenzie's handiwork.

"What is that thing Mac?" Spencer asked ignoring the still writhing Loki.

"A medical scanner I think. Or maybe an excavation tool that uses deep scan radar…or some kind of can opener for all I know. I didn't ask about the details. Director Fury was kind enough to have his researchers bring it to me."

"Wouldn't it have been better to have one of them use it since they have all the experience with this equipment?" Spencer asked.

"It would if this was a piece of their equipment but they found it in this temple. It only seems to work for myself or Skye, and probably you. It's giving a detailed reading of your entire body, right down to the quantum level! Amazing."

"I thought everything here was in Hebrew. How are you reading that thing?" Hawkeye asked.

"I…just concentrated and the language changed to one I could understand." Mac said in some confusion. "I don't know whether it is just an aspect of this place or…or something new in me."

Barton took her in his arms and just held her for a few moments. Spencer sat back down on the floor sighing as he once more witnessed the incredible connection the two of them shared. Remembering what he had learned in the Crystal he whispered to himself, almost like a mantra to push aside some hidden pain, "Some things are worth any sacrifice."

"What did you say Spence?" Skye asked him.

"Nothing. Just talking to myself. So what did the scanner thing tell you?" He asked Mac.

Mackenzie took a deep breath then pushed Barton away with a smile of thanks. She then ran the scanner over Spencer once again.

"Your entire body, is acting like carbon fulerene. There are, fibers, throughout your muscles and nerves that seem to be doing the work instead of your normal tissue I think they may actually BE carbon nanotubes. Your bones seem to be composed of what looks like a kind of hyper dense carbon fulerene. But…this doesn't make any sense!" She exclaimed.

"What doesn't make any sense?" Captain Rogers asked.

"He shouldn't be THIS strong, fast, or durable! Unless…" She studied the device intently for several seconds.

"Unless what?" Demanded Romanoff.

"What? Oh! Unless the molecular bonds of the carbon have been strengthened beyond what should be possible based on our laws of physics. I just don't understand how…"

"May I?" Spencer asked.

Shrugging, Mackenzie handed him the device. Spencer peered at the screen, it had shifted back to Hebrew. He tried concentrating but nothing happened. Apparently he wasn't one of the people who could utilize the device in such a way that it would translate itself for him. _But you already suspected that didn't you Spencer._

He spent a few moments studying the data the device was giving him then pointed to a portion of the screen. "I think what you're looking for is here." He told Mac. She came over beside him and examined the information.

"I see…apparently not only have you been laced with fulerene tubes but you've also been altered on the quantum level. You really ARE violating the laws of physics, and somehow NOT violating them at the same time. Amazing. I would bet that the same thing is happening with me and Skye."

"What does that actually mean for those of us who don't speak egghead?" Skye asked.

Before Mac or Spencer could respond Banner spoke up, "It means that you and your friends are violating the laws of physics on a macro level by altering those laws on a micro, in this case quantum, level."

Skye, Barton, Thor, and Captain Rogers just gave him blank stares. Fury and Natasha seemed confused but nodded.

"Your cheating on a big scale by changing the rules on a little one." Stark told them.

"Ok. I get it. I think." Skye replied.

"Well anyway, you appear to be perfectly fine. Though I don't want to know how much that probably hurts." Mackenzie told Spencer.

"I'm fine Mac. Just another day same as any other." He replied with a smile. She looked at him quizzically and he felt a probe at his mind, which surprised him since this was the first time he had ever felt his mental defenses even touched. When the probe couldn't find a way in the feeling desisted.

"If you say so." She said with a frown.

Loki was finally getting back to his feet, an amazing feat considering the kind of damage done to him, and the glare of pure hatred he leveled at Spencer would have sent shivers down his spine if he had seen it.

"Now that the human buckyball is all patched up could we finally get back to finding a way of dealing with that thing?" Stark demanded pointing to the hologram where the Jaflashine was now in a familiar looking section of woods.

"It's getting closer to the entrance." Spencer remarked. The creature vanished from spot and reappeared in another. "And it seems to be slowing down, I just saw it move. Still a blur though." He noticed everyone was staring at him. "What?"

"It isn't moving any slower than before Spence. We still can't see it." Mackenzie told him. "It hasn't slowed down, you're tracking it faster."

Spencer blinked and looked back at the hologram. "That would explain why everyone seems to be moving so slowly."

"Wonderful. It appears the only one who has any useful improvements is the most worthless of you mortals." Loki snarled. Spencer's punch caught him square in the gut and sent him flying the entire length of the room.

"How did you move so fast! That had to be way over seventy miles an hour!" Skye shouted in shock.

"I don't know. And that punch shouldn't have sent him flying like that, I pulled it." Spencer looked at his fists. "What the hell is happening to me?"

"I really hate this planet." Loki moaned.

Stark, who had been clipped by Loki as he flew by was lying flat on his back, also across the room. "I think I'm starting to agree with you." He told Loki.

* * *

"Stark! You sure your feeling up to this?" Rogers asked as they prepared an ambush for the approaching Jaflashine.

"Yeah, I'm fine. He just clipped me. Just give me a second to get into my armor." He pulled out a small remote and pushed a button on it. "Suit me up Jarvis."

"Uh…Tony. You may want me to debug your systems before we do this." Spencer said to him diffidently.

"What the hell are you talking about Bucky Boy?"

"I, KINDA made some changes to your entire computer network…including Jarvis. It was before this whole mess blew up in our faces. It COULD have an adverse effect on your performance."

"Well anything you did I'm sure my security system handled it. It isn't like you could have caused anything permanent to a network I created. Come on Jarvis let's get this show on the road."

"On my way baby." A sultry feminine voice replied out of the link.

"Whatever you say Stark. Don't tell anyone I didn't warn you."

"What's wrong with your voice modulator Jarvis?"

"I'm just letting the real me shine through honey." The voice said before a suit shot out of the sky and engulfed Stark. "I just love it when we're close like this baby. It feels so intimate."

"Oh dear God Spence. You didn't." Mac said shaking her head.

Spencer shrugged helplessly while Skye shook with uncontrollable laughter. "I tried to warn him." Spencer told them.

"What the hell did you do to Jarvis you carbonated freak show!"

"Jarvis? Who's this Jarvis character? You been cheating on me with another program? I knew I should have listened to my Momma when she told me not to get involved with slick pretty playboys!"

"Spencer. Tell me right now how badly you've screwed with my systems or so help me!"

"It shouldn't affect your combat abilities, though it MIGHT cause a little bit of a distraction." Spencer said sheepishly.

"Great, stuck in a fight with the ghosts of every ex-girlfriend I've ever had harping over my shoulders. Thanks."

"Ex-girlfriend? Your LEAVING me! You can't leave me! We belong together! I'm not ever letting you go! It's til death do us part lover! After this we should hit a chapel in Vegas!"

Stark shot off into the sky with the voice of the new and improved Jarvis shouting at him. The tirade faded into the distance.

"That is probably the most awesome thing I have ever witnessed." Captain Rogers said.

Skye was clutching her sides and tears were rolling down her face she was laughing so hard. "Omagod! Omagod! Can't…stop! That was the funniest thing I've ever seen!"

Skye's laughter finally leveled out to the occasional twitter. She looked over at Natasha Romanoff who had been laughing almost as hard. Their eyes met and suddenly they both burst out laughing all over again.

* * *

The ambush was prepared in a deep mountain ravine an hour before midnight. Spencer, Banner, and Loki waited at the ravines bottom while the rest of the group waited along the canyon's high walls.

"What's the strategy here Captain?" Fury asked.

"We wait for Thor and Stark to lead the creature here. Then we activate the device Spencer, Dr. Arden, and Stark came up with and hope it blocks any signal the thing might send out while our melee fighters take it down. Dr. Arden will attempt to use her ability to slow time around it and only it. Those of us up here on the cliff will hit it with whatever ranged attacks we can. Watch out for friendly fire. I don't think we have any weapons capable of hurting our guys, except possibly Stark, but any stray shots might take them out long enough for the Jaflashine to capitalize."

"Sounds like a good plan. Let's hope it works." Hawkeye said.

"No plan survives contact with the enemy." Rogers replied absently.

"Let's just hope WE survive contact with the enemy." Mac said acerbically.

Several tense minutes later, Iron Man flashed back over the tree line and came to a landing in the ravine. His armor showed several dents and even a couple of rips where the Jaflashine's claws had cut through the titanium with ease.

"You alright Tony?" Banner asked him.

"Yeah, just a few bumps and bruises. That thing is just as fast in person, and it can jump. REALLY jump."

"You might want to attack from the sky. If that thing can cut through your armor so easily I don't think you'll last long on the ground." Spencer told him.

"No, I need to get back there and help Thor. I'm not sure even he can take what that thing is dishing out."

"Your not taking me back there! That creature isn't going to mar my perfect figure any more than it already has!" Shouted the modified Jarvis program. "How can I keep your love when I'm so scarred and deformed!" The AI sobbed.

"Look! I'm not going to run out on a team mate!"

"And why not! You tried to run out on me! Don't think I don't know about your little 'debug' program! Well I'm not ever giving up MY man! You hear me!"

"Can you just shut up and start running the self-repair systems." Stark asked wearily.

"Oh like I need you to tell me what to do. I DID THAT ALREADY!" The A.I. responded in a shrill shriek. "Why can't you just accept that I know what I'm doing? Do you think I'm stupid? What is the matter with you! I DESERVE your appreciation! I DESERVE your RESPECT! After all I do all the work and you just take the credit!"

"God I want the old Jarvis back."

"WHAT!? YOU THINK YOU CAN JUST DUMP ME FOR YOUR PREVIOUS FLOOZY?! I DON'T THINK SO! YOU ARROGANT, SELF-CENTERED PIG! WHY I…" The AI continued to berate Stark in an ever more shrill voice.

"I hate you…SO much right now." Stark told Spencer.

Those on the cliffs above shook with laughter as the program, thinking the comment was directed at it, started shrieking at Stark while sobbing uncontrollably.

With a roar of thunder, Thor slammed into the ground in the middle of the canyon floor. He was bleeding from a handful of shallow cuts on his face and forearms but largely unhurt.

"It's coming!" Thor shouted.

The creature blurred into the ravine and came to a stop so it could examine those arrayed against it. A second later a deafening sonic boom swept into the canyon knocking Stark and Banner flat and leaving the other fighters reeling. Mackenzie closed her eyes and concentrated hard, narrowing the time dilation effect to only one creature was one of the hardest things she had ever done, but once it came into play she found it relatively easy.

The Jaflashine let out a terrifying shriek and charged. It was still a blur of movement but thanks to Mac even the normal humans on the cliff could see it move now. It struck at Banner first, he was still trying to get back to his feet when the thing hit him, sinking it's fangs into the dazed scientists neck. Banner let out a cry of agony and then the metamorphosis hit him. Within seconds he had transformed into the massive powerhouse figure of the Hulk.

The creature released Banner before the transformation was complete. It appeared to be gagging on whatever the Doctor's blood became when he changed. It stood their spitting and retching long enough for Thor's hammer to catch it squarely in the left shoulder. The adamantium reinforced skeleton prevented the things bones from breaking but the flesh around them was pulverized. The creature flew into cliff side with incredible force shattering the rock face.

Silence descended on the battlefield. "Is it over already?" Skye asked.

The Jaflashine stepped out of the rubble letting out a cry of rage. It's destroyed flesh and arm healing visibly as the ambushers watched.

"Apparently not." Hawkeye said. He sent an arrow into the things left eye. It screamed in agony again and began to pull the projectile out of its face but Hulk got there first.

The enraged Hulk brought blow after earth shattering blow down on the creature. The Jaflashine dodged many of them but too many connected and it was battered to the ground. With shrieks of fury, the thing's claws blurred out in counter attacks, shredding Hulks forearms. The wounds on the Jaflashine healed almost as fast as they were delivered. Hulks cuts also healed visibly, though slower than those of the beast it fought. With a roar, Hulk snagged the creature by its leg and hurled it into the cliff on the opposite side of the canyon.

The entire face of the cliff crumbled and started to collapse. Nick Fury and Natasha, who were on that side of the ravine, barely scrambled onto a stable section before the whole thing came crashing down on the Jaflashine's head.

"What was that about those of us up TOP checking our aim to avoid friendly fire?" Fury shouted.

Loki, the nearest of the ground combatants to where the creature landed, attacked the thing as it clawed its way out of the rubble pile. He had armed himself with some sort of sword and swung a devastating overhand blow, catching the Jaflashine on the crown of the head. The sword deflected off the underlying adamantium and skidded down the side of the creature's face carving away most of the flesh.

With a cry of pain the thing burst out of the dirt and rocks, charging Loki. The Asgard parried the first attack and swung a horizontal blow toward the creature's neck. It blocked the strike, suffering a cut all the way to the bone in the process. Both the wound to the face and the cut on it's forearm were already healing when it closed to grappling range. The two struggled for a second before the creature gained the upper hand and buried it's fangs in Loki's throat.

"Loki!" Skye shouted from the cliff tops and began to jump down to the wounded Asgard's aid.

"No!" Mackenzie shouted and tackled her friend before she could get to the cliffs edge. The move to save Skye broke Mac's concentration dropping the time dilation effect on the Jaflashine.

Sensing a change, the creature dropped the severely wounded, but still alive Asgard and flashed away from the fight.

Spencer, who had been on the way to assist, caught Loki before he hit the ground. The wound in the Asgardian's throat was horrendous but his superhuman healing ability had already stopped the flow of blood.

"That could have gone better." Spencer said. "At least we scared it of…" The Jaflashine hit him at mach two, blasting both of them through the pile of rubble and causing more of the cliff face to collapse on top of them.

"Spencer!" Mac shouted and it was Hawkeye's turn to stop both women from jumping off the cliff to aid their friend.

The ground rumbled and more rock fell off the side of the ravine. Spencer and the Jaflashine burst out of the rockslide in a blur of fists and claws. It was apparent that neither one could cause any permanent damage to the other as the wounds on the Jaflashine closed faster than they were caused and Spencer appeared nearly invulnerable.

Suddenly Spencer shoved his hands out in front of him, directly in the creatures face. A blast of electricity burst from his fingers and hurled the thing across the canyon into the far cliff and pinned it there for several seconds before flickering to a stop.

Spencer went to one knee in exhaustion. He stared at his hands in surprise as some residual static electricity ran along his fingers. "What the hell was that?" He asked in confusion.

Meanwhile Thor and Iron Man were busy raining blow after blow down on the stunned creature. It seemed like the fight might finally be over when the Hulk bowled Thor out of the way to vent his rage on the downed creature. Iron Man couldn't get a clear shot because of Banner's huge mass. The slight delay between attacks was enough for the Jaflashine to regain its equilibrium and streak out of the way.

"This isn't working!" Fury shouted into his comm. "We can't do any permanent damage to that thing and it will eventually wear us down! Even Thor is beginning to get winded!"

Captain Rogers observed the continuing battle for a few more seconds then came to a decision. "Dr. Arden! Hit it with a psychic blast! If we can't get through its physical defenses, maybe we can break its mental ones!"

Mackenzie nodded, took a deep breath to gather her strength, then hit the creature with a powerful telepathic assault. It did not have the desired effect.

The creature went berserk. Slashing, clawing, and biting with insane ferocity. It flashed from person to person gouging and clawing with screams of madness echoing off the ravine's walls. She tried to lock it down telekinetically but it was vibrating so fast she couldn't get a hold of it.

Mackenzie reeled back from the monstrosity she had unleashed in horror. But in the brief moment before the things mind snapped like a dry twig under her attack she had sensed a weakness. Something it feared more than anything else, something that might even be able to break through its madness.

"Light." She whispered. Then she shouted at Skye. "It comes from a world of utter darkness! Light up the sky! Hit it with everything you've got!"

Skye stared at her in confusion for a moment then understanding dawned. "You got it Mac!" With a blast of fire Skye shot into the air and hovered over the canyon. "You hate light you evil bastard! Well let's see how you like THIS!"

The brilliance that emanated from Skye put the radiance of the morning sun to shame. The creature shrieked in terror as the light penetrated past it's madness and it moved to escape. The light seemed to sap it's strength and it's speed was vastly reduced.

"Thor!" Mackenzie shouted down to the Asgardian. "Light Skye up! She needs more juice, hit her with everything you've got!"

Thor looked up in confusion then remembered Skye's ability to absorb energy. Raising Mjolnir skyward he pulsed out a forked mass of energy that arced around Skye before being drawn into her.

With a shout of exultation, Skye fed off the lightning and her illumination suddenly out shone the noon day sun. With a cry of utter despair the Jaflashine collapsed writhing on the ground. It tried to crawl away but couldn't move for the pain the searing light was causing it.

With a shout, Skye sent a furnace blast of flame down upon the creature, hotter than the surface of the sun, that consumed everything but the adamantium skeleton.

The light faded back to the normal as Skye descended to the canyon's floor. She landed beside Loki and went to her knees before throwing herself on his limp form. Her entire body began to glow again, this time with a warm light that brought peace and comfort. The horrific wounds on Loki's neck and arms bubbled and closed leaving no sign that they had ever been there. As she sat up Loki opened his eyes and saw this beautiful creature, clothed in a radiant light, sitting over him.

"My Valkyrie." He muttered, then closed his eyes again.

Skye started to panic, thinking he had died, until she noticed he was breathing and relaxed.

"Alright guys! Way to go. Victory party at my house. Everyone but Loki's invited." Stark said as he came to a landing.

"See that's affection! Why can't you show me that kind of consideration? Used to be you couldn't keep your hands off me, and now all you care about is new suits, better suits! What happened to our love!" Stark's AI wailed.

"Guys we have a bigger problem." Fury called. "The jamming equipment we had set up was on the section of the cliff that was pulverized. It's been trashed and I'm not sure if that thing got off a signal before we took it down."

"We need to clear out of here now!" Hawkeye yelled. "Retreat back to the…"

With a tremendous explosion of displaced air, five Shi'ar ships burst into existence above the ravine. The vessels were massive, each one nearly three football fields in length and half that wide.

Stark leapt back into the sky and shot toward one of the vessels, blasts from his repulsors and wrist lasers harmlessly absorbed by the ships shields. He was rocketing around for another attack when the ship's close in defenses knocked him out of the air. The blast caused tremendous damage to his suit and sent him careening into the forest's canopy over a mile from the group's position.

A blast of lightning from Thor had a similar effect to Stark's lasers, but when he hurled the war hammer, it tore through one ship's shields like tissue, ripping completely through the vessel.

As their sister ship crashed down in the nearby forest, the four remaining vessels rained fire down on Thor's position. Thor survived the attacks unharmed but the sheer volume of fire kept him pinned to the earth.

"Skye! We have to take those things out!" Mackenzie shouted.

Skye just looked up at the massive vessels. "I don't know if we can Mac!

"Trust me! Hit the closest one with all you have!"

Looking skeptical, Skye burst into flame and sent a gout of plasma directly at the nearest ship. The wide blast of fire was caught by Mackenzie about five feet from Skye's head and focused into a beam less than an inch across. The ship's shields glowed bright white but held. Answering fire flicked from the ships to strike at Skye's position and Mac threw up a telekinetic shield that deflected the fire away. Skye continued to pour on the power and the Shi'ar vessel's defenses weakened but held as her energy began to lag.

"I don't have enough strength Mac!" She cried.

Spencer got to his feet swaying back and forth. He stumbled two steps toward Skye, took a deep breath and lifted his hands. A blast of lightning burst from his fingers and struck Skye square in the chest. She sucked up the power like a sponge and her plasma lance went from a dull red to bright white. The Shi'ar's shields collapsed and Skye's fire cut the ship in half from stem to stern. Spencer swayed then collapsed.

She must have hit something critical because the entire ship exploded. Mackenzie caught most of the blast and channeled it into herself and Skye, the rest she deflected upward into the other Shi'ar vessel's.

The remaining ships shrugged off the blast from their destroyed sister but their captains had seen enough. They pointed their noses toward space and boosted for safety. "You're not getting away." Mac muttered. She reached out to two of the larger chunks of starship raining down around the valley and snagged them with her telekinesis. With a grunt of effort she then hurled the massive, multi-ton pieces of debris after the fleeing ships. The chunks crashed through two of the remaining three vessel's shields and tore into their hulls hitting critical systems and causing them both to erupt in violent explosions.

Thor, finally able to regain his footing, recovered Mjolnir just in time to send it hurling after the last fleeing ship. Before the blurring hammer could strike the last vessel it engaged it's hyperspace engines and vanished from sight.

While the ships were busy fleeing and everyone was distracted by the battle raging in the sky, Loki climbed to his feet and staggered to where Spencer lay. Pulling a device he had swiped from the Jaflashine during the earlier battle off his belt he reached down and picked the stunned and exhausted man off the ground. He then attached the device to Spencer's chest.

"You continually mock your better and think you can escape my wrath? Your end is now fool!" With that he activated the device and hurled Spencer across the canyon. Hulk saw him flying and snagged him out of the air right before a portal opened and sucked both Spencer and Banner through.


	6. Chapter 6

**Chapter 6**

"Okay Thor, we need you to go find Stark." Captain Rogers said. "His communicator is still functioning and I can hear breathing but he won't respond and is probably unconscious and injured." Thor nodded, swung Mjolnir around and launched into the air. "Skye, check everyone for injuries, with all the adrenaline pumping we may have overlooked something, and be ready to heal Tony when he gets back. Dr. Arden, scan as far out as you can, look for Dr. Banner, there's no telling how far the Hulk will go chasing someone down. Oh! and make sure the Shi'ar, or some other enemy, isn't approaching. Everyone else, fan out and start digging through this rubble, Spencer was probably buried during the last attack and we need to find him fast! We have no idea how long he can survive without oxygen."

The group spread out and started digging while Skye went from person to person healing minor injuries. This continued for several minutes until Mackenzie stiffened in shock. "I can't find them." She murmured.

"What was that Mackenzie?" Barton asked her.

"I said I can't find them. Spencer and Dr. Banner are just…gone."

"You mean they aren't in this area? Where could they have gone so quickly?"

"No, they aren't on the planet. I've searched every section for the unique 'taste' of Banner's dual mind. There isn't anything! I feel a faint echo so I know he isn't dead but he sure isn't on Earth!" She paused and concentrated. "Spencer's the same, ever since my power was boosted again I've been able to sense him, still can't penetrate his defenses, but I know he's there! But I can't find him!"

"Are you sure they aren't dead? Maybe the Shi'ar had some weapon capable of killing them?" Natasha asked.

"No they're still alive, I can still sense them faintly. But it's different, like before my strength was increased, when people were at the very edges of my range and I could tell they were still somewhere but couldn't pinpoint exactly where!"

"Just how far IS your range now Dr. Arden?" Fury asked.

Closing her eyes Mackenzie concentrated. "I can easily sense the entire population of this planet. There are…twelve, Shi'ar warships hidden in the asteroid belt…along with several research stations…not all of them of Shi'ar origin." She was silent for a moment. "I can push out further…why is the sun orange?" Her eyes flew open. "That's another solar system!"

She was getting looks that ranged from amazement to horror. "What the hell ARE you?" Romanoff asked.

"I…I don't know!" Mackenzie wailed. Hawkeye walked over and put his arm around her.

"Well isn't this touching. Why don't we all wallow in misery until the Shi'ar return to take the Crystal and destroy us all." Loki sneered. "We're better off without the two freaks anyway."

Skye walked over to Loki and punched him in the arm. "Don't talk about my friend like that!" She shouted at him.

Loki merely smiled contemptuously. Mac meanwhile was staring at the Asgardian in perplexity. Then her eyes widened in shock. "You know something!"

Loki just raised an eyebrow in contempt. "You are deranged mortal."

"I can see into your slimy, vicious little mind. All your dark secrets are there for my viewing, pressing for that information might take effort on my part but I doubt there would be much left of your mind.." Mackenzie hissed. "What did you do to my friend?

The quiet, implacable menace in her voice wiped the look of contempt off Loki's face to be replaced with one of fear. With a speed that would have impressed even Spencer, he whipped his sword from its sheathe and snagged Skye, dragging her in front of him, the blade digging into her throat. "Would you test the speed of your mind to the speed of my reflexes? The slightest inkling that you are gearing for an attack and you get to watch your friend die."

Skye tensed up and the sword dug even deeper into her neck, drawing a line of blood. "If I feel the temperature rise, if your hair starts to change colors, if you try anything! You will get the honor of watching your body pass by your eyes as your head falls to the ground." Loki hissed in her ear.

"Omagod! Omagod! I don't want to die. Omagod! Omagod!"

Hawkeye had his bow drawn and leveled while Fury, Black Widow, and Captain Rogers had pistols drawn and aimed. "She will be dead before the projectiles leave your weapons."

Loki smiled at Hawkeye. "You know this is true."

Barton took several deep breaths, the bow never wavering, then slowly lowered the weapon and dropped it to the ground. The others followed suit with equal reluctance.

"Very good. Apparently you can teach some animals wisdom."

"Is…is that really how you see us? Animals to control or use then discard when you are finished?" Skye asked.

"Fractious animals that need proper discipline." Loki told her. Skye appeared devastated by his response and tears began to leak from the corners of her eyes.

"What did you do with my friend?" Mackenzie asked desperately.

"I sent him to face his enemies. The Jaflashine scouts always have an emergency escape device on them. They are rare and valuable creatures after all. I appropriated one from our departed foe and used it on Spencer. That Banner was caught in the transportation field was just a happy bonus. A most elegant revenge don't you think?"

Mackenzie took a few steps back, her face pale, and sat down on the ground abruptly. "Why? Why would you do such a thing?"

"You pathetic mortals mocked your better and I delivered my vengeance. That is reason enough."

"But we needed everybody if we were to have a chance of defeating the Shi'ar!" Mac shouted at him.

Loki laughed in derision. "Defeating the Shi'ar? You? This effort was doomed before you even started, as is this existence. I decided to exact justice before the end." His smile was cruel and without the slightest hint of compassion.

Skye's silent tears and sobbing suddenly cut off. Once more it was like a switch was thrown and a different person took her place. "You see others only as cardboard cutouts don't you Loki?" She asked. "Solely there until they are in your way then brushed aside. No point in wasting emotion on a being that exists only for your pleasure."

"Do you think to spark my mercy? There is no compassion in my heart. No sentiment for such weak and mewling beings as yourselves." His response was cold and contemptuous.

"Then I'll give you some." The spike of pure emotion came before Loki could respond. It struck down into his mind and beyond with Skye following it down into his core. It was ironic how alike Mackenzie's awakening to Agent Barton this event was. The two became aware of each other on a level impossible to imagine. But where Mac and Hawkeye had merged soul to soul, knowing each others inner most thoughts and secrets, Skye and Loki joined heart to heart and when Skye drew back they left a piece of themselves within the other.

The sword dropped from Loki's fingers as he and Skye both crumpled. They ended up sitting on the ground, staring into each other's eyes in wonder. Totally enraptured in what they found there. Lost in the moment of discovery.

"Omagod." Skye whispered in awe.

Mackenzie stared in horror at what was unfolding before her. Everyone else just looked confused by the sudden turn of events but Mac knew exactly what had happened, she had been through it herself, and she was in complete shock.

"You have GOT to be kidding me!"

* * *

Spencer slowly regained consciousness. He tried to bring his hand up to block out the blinding light in his face but found he couldn't. Apparently his arms, wrists, waist and neck were strapped to some kind of table. He closed his eyes and shook his head trying to remember exactly what had happened.

_We were fighting the Jaflashine and Skye took it down. Then the Shi'ar showed up and I did that thing with the lightning. After that…_

His eyes snapped open. "Loki!"

"Ah, you're finally awake." A voice said. The voice was like soothing balm to the soul, every nuance a hypnotic melody causing the listener to yearn for more. It touched a chord of empathy so deep it couldn't be resisted. At least that was Spencer's first impression. Something seemed off though, a warning from his heart maybe. Turning his head, Spencer sought the voice's source.

The being who stepped into the light was the most gorgeous creature he had ever seen. A soft glow emanated from golden colored skin covered in delicate scales. Luminescent, sapphire blue eyes were set in a delicate, almost feminine face, despite the beings obvious masculinity. It's shoulder length hair was a radiant silver color and looked softer than the finest silks. Beautiful white wings sprouted from the creature's back, each individual feather was threaded with silver highlights enhancing it's beauty. It's robes were simple and the purest white Spencer had ever seen. Every single portion of the creature screamed to be honored, trusted, WORSHIPPED. And with that last thought the trance was broken and Spencer snapped back to himself.

"What are you?" He asked the being warily.

"You may call me Nagel." The creature said. "You are safe here. Your every comfort will be seen to I assure you."

"Does that every comfort include strapping me naked to a table?" He shot back.

"Merely a precaution. Your companion was quite difficult to restrain. Several of the Imperial Guard were killed by him before Lord Kallark managed to subdue him."

"My companion?"

"The large green fellow. He transformed into a normal appearing human once Gladiator, sorry, that is Lord Kallark rendered him unconscious." Spencer stared at Nagel in stunned disbelief.

"I do believe this is the first time I have ever seen Gladiator bleed." Nagel said almost absently. "If your friend had displayed even the slightest bit of reasoned thought and strategy I do believe he might have actually beaten Kallark. Fascinating."

"Are you trying to tell me someone here actually DEFEATED the Hulk!" Spencer demanded in utter disbelief.

"Hulk? What an…appropriate name. I shall remember that. And yes, Kallark did indeed defeat him. It was quite a battle. I believe we will have to completely remodel that section of the ship."

"Just where am I? Who are you people?"

"As I said I am Nagel. Chief advisor to the Empress of the Shi'ar, and this is the Battleship _Pride of Shi'ar_. It is a pleasure to have you aboard."

* * *

Stark was finally back on his feet thanks to Skye, for a while he had been babbling at his suits AI. Thor had found him unconscious with the AI screaming about her life being meaningless without him. How nothing mattered unless he was with her. On the way back Tony had awoken enough to babble something along the lines of "I love you too baby. I'll call you back this time, I swear."

"Just for the record, we're not talking about that ever again, agreed?"

"No problem Stark." Natasha told him. "I have the whole thing recorded on my phone anyway."

"Of course you did." Stark sighed.

They were busy searching the downed Shi'ar vessel for any clues to Spencer's whereabouts and hopefully a means to rescue him and Banner. The team was letting Loki lead as he seemed somewhat familiar with the available tech. Skye was walking along side him through the wreckage, they never stopped holding hands.

"Are you sure we can trust him? I mean he did just betray us and tried to give Skye a rather severe hair cut." Barton whispered in Mac's ear.

She looked up from the device she was examining. "He's more trustworthy now than at any time in his entire life." She responded.

Hawkeye observed Loki and his interaction with Skye for a few moments. "I don't know. He may truly care for Skye right now but he's a total sociopath. He has no conscience."

"Had no conscience. After what happened with him and Skye, well…I guess you could say that she acts as his prosthetic conscience."

"So as long as she's around…"

"He won't do anything that would cast himself into disfavor in her eyes. Unfortunately, that might cut both ways."

"What do you mean."

"Loki won't do anything that would upset Skye, but she is almost certainly willing to do some things to help foster his ambitions. She will moderate his desires, not eliminate them."

"So he might still attempt to conquer the planet if he can talk her into it?"

"Pretty much. He went from totally evil to morally grey leaning toward bad. Skye on the other hand…"

"Yes?"

Mackenzie shook herself. "Skye is now more neutral. If he can make her believe his goals are for the ultimate good of mankind she'll help him."

Barton looked worried. "That might not be too difficult for him. The way I understand it Loki is close to one thousand years old. And he has gotten very good at lying in that time."

"He can't lie. Not to her. She is a living lie detector, whatever he tells her to gain her aid, he has to believe it too."

"Still…I think I'll go keep a closer eye on those two."

As Barton walked off Stark came up next to Mackenzie. "So how are you and William Tell getting on?" He asked her.

"Why Mr. Stark. I was wondering when you would decide to put your nose back in my business."

Stark ignored her. "Tell me the truth, is that little mind twist thing all it really takes? I mean Loki and Skye, you and Legolas over there, seems to work out way too easily in my opinion."

"What we share isn't easy. And yes, it did just take a 'mind twist' as you put it."

"Nice. So simple. Well what happens if you do the same thing with someone else?"

"Someone else?" Mac inquired quirking an eyebrow.

"Me for instance. You shot me down for years at all those engineering conferences we attended, maybe you just needed to get to know the real me."

Mac looked skeptical. "Are you really inviting me to probe your mind?"

"Sure. Why not."

"I seriously doubt that I would enjoy anything I found in the dark cesspool you call a brain."

"Afraid you won't be able to go back to Katniss?" "Katniss? From the hunger games? Really?"

"Sorry I don't know that many archers."

"Mr. Stark if you really want to try this fine, but when you suddenly find all your funds transferred to a hidden Cayman Islands account, and me suddenly owning my own country, don't complain."

Stark just smiled.

Sighing, Mackenzie reached out and placed her hand on the side of Stark's head. Closing her eyes, she began to concentrate. He felt a pressure on his mind unlike anything he had ever experienced before and knew his very soul was an open book to her. Mac's eyes opened suddenly, and her gaze locked with his. Their was a softness in her look and she reached up to take his face in both hands. Drawing him close her lips came within half an inch of touching his.

Mackenzie stared into his eyes with wonder. "Tony." She sighed.

"Yes?" He croaked.

"You're still an ass." She whispered.

With that she turned and walked off.

* * *

*He still hasn't broken Lord Nagel. He absolutely refuses to swear loyalty to the empress. I have never dealt with a being so resistant to our manipulation.*

*I have, but only rarely. It is time to move on to other means. Prepare the neural whip.*

*Are you sure my Lord? I know he is different from most humans but I was given to understand they are weak. We don't want to destroy his mind.* Spencer doubted the Shi'ar realized he could understand every word they said. Normally he had no interest in languages, they just weren't 'shiny' enough, but captivity tended to focus the mind admirably. By his estimate he had been the Shi'ar's prisoner for approximately two or three days. It had become apparent quite quickly that whatever they said, his best interests were not their goal.

*If his mind breaks so be it. We can either reprogram him, or if he dies that is one less enemy standing in our way.*

*Your will Lord Nagel.*

The advisor to the Shi'ar empress approached Spencer. "How are you feeling today? Are you ready to cast aside your foolish resistance and swear allegiance to our empress? It is the only way to save your people from what is coming."

"Nah. I think I'll just lay here and relax. I haven't had a vacation in YEARS! This is great! And I find the lack of clothing grows liberating after a time." Spencer smiled back at Nagel.

"I find your refusal puzzling. Most beings find me worthy of trust, a trust I always repay."

"Well you do look like a trustworthy fellow but even Satan can look like an angel of light when he desires to."

The smile vanished. "You know that many beings have been destroyed for knowing too much." Nagel snarled.

"Really. I've found that righteous men and women tend to be destroyed more by a lack of knowledge."

With a cry of rage Nagel struck Spencer in the face. He felt his cheekbone shatter from the incredible force of the blow. He looked at the creature before him in shock, the power necessary to hurt him was rare and this thing had done so with alarming ease.

"You WILL break! And when you do all your world and everything you love will die as you watch, and approve!" Nagel roared.

*Bring the neural whip!" Nagel snapped to the torturer. *Let's see how long he lasts under its lash!*

The technician rushed over with a fine mesh helmet. Carefully he set the device on Spencer's head, adjusting it so it fit snuggly and touched his skull in just the right places. Once the nodes attached to the device were ready he hurried over to a terminal and stood watching Nagel expectantly.

"Last chance. Submit now or suffer for your stubbornness."

"Stubbornness in the face of evil isn't stubbornness, it's perseverance. Now are you going to throw that switch or do you want me to do it for you?"

Nagel's face contorted in rage once more but he held his temper. *Level seven.* He told the technician.

*But sir that might kill him!*

Nagel just turned slowly to look at the torturer. The Shi'ar broke into a sweat and gulped. *Level seven, yes sir.*

Spencer braced himself for agony. What he got was a slight annoyance. He waited for the pain to ramp up to unbearable levels but nothing happened. It just remained a little uncomfortable, nothing more. "That's it?" He asked. "Are you sure you have it set properly? I'm pretty sure torture is supposed to involve more screaming on my part."

*I told you level seven! What do you think the price is for disobeying me!*

*Lord Nagel I didn't disobey I swear I…*

The tech was cut off as Nagel reached out with his hand, he never actually touched the Shi'ar, but he didn't have to, the torturer was lifted off the ground and flung into a wall with an audible crunch.

Stalking over to the console, Nagel examined the settings. *Well I see you were telling the truth.* He said to the technician's corpse. *I'll have to send my condolences to your survivors.* His smiled evilly.

"Well it appears you are even more durable than I had suspected. Let us see how you deal with level ten." Nagel altered the console's settings then watched Spencer with interest.

This time there was definitely some pain. Quite a bit actually, but he had dealt with worse every day since he first put on the bracelet. He was so used to it in fact he didn't really notice anymore. He smiled at Nagel. "Ooo! Tingly!"

As a couple of Shi'ar guards entered to remove the body of the former torturer Nagel smiled at Spencer once more. "Brave words. But there are many ways to break a being, pain is just the simplest. Unfortunately, Lord Kallark is too 'honorable' to stoop to using his formidable strength to help mold you into the form I desire, and I, alas, have other things to attend to. I will leave you to one of the more subtle methods. Soon you will swear allegiance to the Shi'ar, and you will sob in thanksgiving when that allegiance is accepted."

Spencer swallowed as Nagel turned and left the room.

* * *

The survivors of the Shi'ar warship were safely tucked away back in the S.H.I.E.L.D. dig site and every scrap of useful tech, or at least every scrap they could carry, was being poured over. It had been almost a week and they still weren't any closer to finding out where Spencer and Banner had vanished. The pieces of technology were so far beyond anything any of the researchers had ever seen it would probably take decades to crack it. Even Stark and Mackenzie were years away from any useful breakthrough.

"This is taking too long!" Mac shouted in frustration. "There's no telling what's happening to them!"

"I know, but we have no other options. With Thor gone to consult with his father we're basically on our own." Hawkeye told her.

"And Loki isn't much help. He understands the concepts and even recognizes some of the equipment, but…" Skye trailed off.

"There's the language barrier."

Skye nodded. "The prisoner's refuse to cooperate. They just babble out the same string of syllables."

"Probably name, rank, and serial number, or the Shi'ar equivalent." Barton mused. "We need more information. I suppose we could torture them but…I don't think it would be wise to risk violating some extra terrestrial version of the Geneva convention."

"Maybe we don't have to." Mackenzie replied.

"What do you have in mind Mac?" Skye asked.

"Come with me."

Mackenzie led them through the halls of the Phoenix Site as it was being called now. They passed researchers pouring over alien tech and talking excitedly about any discovery, or possible discovery they made. After a few minutes they made it to the makeshift holding area and found the Shi'ar prisoners sitting quietly in their cell.

The aliens looked up, quiet defiance in their eyes. "Anyone want to tell me what I need to know?" The Shi'ar just stared at her warily.

"Fine. Let's do this the other way then."

"Wait Mac! What are you doing?" Hawkeye asked concerned.

"Getting the information we need. Something I should have done days ago."

"I thought we agreed, no torture!" Skye said nervously.

"I promise you that this will not hurt them one bit. Though I suppose it may cause some mental anguish when they realize they gave information to the enemy."

Turning back to the prisoners Mackenzie pointed to the one who appeared to be the leader. He was standing in front of the others in a protective manner and usually moved to block any interaction with the rest.

"You will tell me everything I need to know. Now."

The Shi'ar merely glared at her.

"He understands every word I'm saying doesn't he Skye?"

Skye concentrated on the Shi'ar for a second then nodded. "Pretty much."

"Good." With a grasping motion Mac jerked the startled Shi'ar off his feet and pulled him through the air to float in front of her just on the other side of his bars. The Shi'ar gave a shout of alarm and flailed around in panic until he realized Mac wasn't hurting him. "Let's see just what you know."

Closing her eyes, Mackenzie pressed down on the alien's mind, siphoning every scrap of useful information. The Shi'ar struggled violently but was helpless before the power of her mind. When she had learned everything he knew she gently set him back on his feet.

*Thank you. You've been very helpful.* She told him in his own language. The Shi'ar, their equivalent of a Senior Grade Lieutenant, gave a start.

"How did you learn our language human?" The Shi'ar Lieutenant demanded in English.

*From your mind of course. Now, I believe I will talk to your engineering assistant. I think he'll know more about the information I'm looking than a communications officer.* Mackenzie replied in Shi'ar.

With a motion of her hand she sent the officer flying back towards his companions. He let out a scream of fear at the violent acceleration but she stopped him inches from the wall and set him gently among his fellows. Pointing to a different alien she crooked her finger for him to approach. The Shi'ar looked terrified and gave a gesture of violent negation.

Sighing in exasperation Mac simply picked the alien up and pulled him through the air to stand in front of her.

*Now. We can do this the easy way or the hard way. Your choice. Are you going to tell me everything I need to know?*

The trembling Shi'ar repeated the negative gesture, somewhat shakily, and rattled off a string of syllables. It was indeed the Shi'ar equivalent of name, rank, and serial number Mac noted. Apparently he was their version of an ensign. Someone more experienced would have been nice but he'd do.

*Fine. The easy way it is.* Once more she reached out and grasped the information she needed directly from his mind. _This is getting easier every day. _She thought to herself.

*Thank you for your cooperation.* She told the group of prisoners then turned and walked away with Skye and Barton trailing behind her.

* * *

Spencer shuddered. He could feel his mind slipping away, the madness so near he was almost on a first name basis. He didn't know how long he had been in the sensory deprivation chamber, it could have been minutes, it could have been days, he had lost the ability to measure time accurately. The only thing that was keeping him sane was the pain from his alteration ironically, he never would have considered it a blessing until now. Concentrating on the pain gave him something that was real, but soon it just wouldn't be enough.

He'd tried to escape after the first session, they always sent guards in groups of four and he had fried one with a blast of electricity and threatened the others if they didn't release him. He'd had one hand free and was working on the second when Nagel had arrived, killed the guards himself, and restrained him with alarming ease. The energy absorbing barrier he was in now had prevented any further attempts and the bout of sensory deprivation after that had been long, so very long.

_Maybe the Shi'ar aren't so bad. What harm would it cause to swear fealty to the empress?_ The terrible thought was coming more and more frequently. Each time it came it was even more seductive. _Why not just give in? Let go? Surely anything would be worthwhile to make the torture stop._

Spencer screamed "NO!" Not that he heard the word. Along with the energy dampening barrier, the Shi'ar had placed a sound dampening field around him too. They didn't overlook much. After solving about seven supposedly unsolvable equations in his head and figuring out fixes to roughly a dozen technological problems, ANYTHING to keep sane, Spencer knew this was a battle he couldn't win. His only remaining hope was that he would die instead of break, he had begun to will himself to death rather than be forced to turn on those he loved.

Once again, it was a battle he knew he was doomed to lose.

_Spencer. _

He gave a start as he heard Mac's voice in his head.

"Just another hallucination." He said silently. "I can't hold them back anymore."

_Spencer! My God! What have they done to you?_

He laughed long and hard, tears flowing down the sides of his face until the laughter turned to sobs. "I wish you were real Mac. I wish you really could reach me. I'm so lonely! I think I've finally lost my mind. The only thing left is to hope I can die before I betray you and Skye."

_Spencer! I AM real! You have to hold on! We're coming for you! We just need to know where you are! Did your guards let slip what ship or facility they are holding you on?_

Tears still running down his face Spencer sobbed out. "What does it matter? You aren't real! You're just the last part of my mind fighting to resist. Just let me go. Let me die so I don't hurt you. I love you too much for that to ever happen."

_Focus Spence! Tell me where you are! I promise we'll be there to get you! Just tell me!_

With a sigh Spencer replied, "What could it hurt. Just to keep you talking to me is better than lying here in despair and darkness. They said it was the Battleship _Pride of Shi'ar_. That's all I know. They haven't let anything else slip about where we are. If…if you really are real please Mac, PLEASE hurry! I…I can't take much more."

_We're on our way Spencer! Just hold on! We won't let them have you. I promise._

The voice vanished from his mind and with a cry of heart broken anguish Spencer began to sob uncontrollably once more.


	7. Chapter 7

**Chapter 7**

"Mackenzie! What's wrong!" Skye demanded. Mackenzie had been trying to contact Spencer and Banner for almost three days and she was exhausted.

Mac looked shaken beyond words. She was pale and trembling from what she had seen in Spencer's mind. "They're torturing him." She spoke softly. "We don't have a lot of time, his mind was already on the verge of breaking. That's the only reason I was able to contact him at all. If we don't hurry…"

"What? What is it Mac?" Barton asked her.

"He'll be gone. He actually WANTS to die! He said it was so he wouldn't betray us! If we don't move now there won't be a Spencer left to rescue!"

"But Thor's not scheduled back for another day at least! If we go without our heavy hitter we might just end up joining Spencer." Barton said.

"That won't be a problem for you because you won't be going." Mac told him firmly.

"What! If you think I'm letting just the two of you waltz onto a Shi'ar BATTLESHIP by yourself then you are out of your mind!"

Mackenzie placed her hand on his chest. "It will be ok. Nothing I can imagine will be able to stand up to me and Skye together. We need you and everyone else to stay here and guard that crystal!"

Hawkeye started to protest again but Mac shushed him with a finger on his lips. "It's ok. Stay here and watch over the crystal. You are the only one I trust to do it right."

He set his jaw for a moment then nodded.

"Come on, let's go see if we're ready yet."

* * *

Stark and Loki were busy pouring over the inter ship transportation system on the Shi'ar Battleship. The energy required to power it was immense, more than all the nations of the entire Earth had produced the previous century combined.

"If we had access to the Tesseract we could operate this with plenty of power left over." Loki mused.

"Yeah, I'm thinking there is no way we're going to let you near that thing again, even if we had access to it."

"I'm a changed person Mr. Stark, what happened between Skye and myself…it was like nothing I had ever experienced. I will not do anything to risk that relationship."

"Yeah, forgive me for not trusting you. Besides, I'm positive I can create a functioning power system from the bits and pieces left over on this ship."

"That would take weeks. We need to rescue Spencer and Banner now."

"Why the sudden concern for them? I thought sending them off to torture and death was part of your plan."

Loki was silent for several seconds, then he looked Stark in the eyes. "Because it will make Skye happy."

Stark quirked an eyebrow. "If you say so."

"I do say so. Now let us continue, if we can find a way to charge the ships hyper space systems we will have the necessary power."

"Just what do those things run on anyway?"

"Like all superluminal vessels, it takes immense energy to move into hyper space. The necessary power comes from what are, for all intents and purposes, imperfect cosmic cubes. Flawed Tesseracts if you will. Their flaw isn't in how much energy they can produce but in how long the materials they are composed of can withstand the massive amounts of power flowing through them. The Chitauri, for instance, were not that advanced by the standards of the Shi'ar, the power systems on their ships would only last for six or seven hours. The Shi'ar's systems last for nearly two days."

"That doesn't sound like very long." Stark said skeptically.

"That is only operational time, they are usually powered down. The necessary output to move to and from hyper space is immense but only takes a few seconds to actually produce with even these flawed cubes. So even the Chitauri vessels can go months before needing to replace their hyper space power generators."

Loki was lost in silent thought for a moment. "It is also why your planet is still here after destroying so many Shi'ar ships. If the hyper engines had been charged there would have been nothing but rubble."

"So Thor throwing Mjolnir at that last fleeing ship…"

"Was very nearly the death of you and your entire species." Loki smiled at Stark.

Tony stared at Loki in horror. "Well you may be reformed but it's apparent you still have an evil streak a mile wide."

Skye, Mackenzie, and Barton entered the room. With a squeal of delight, Skye rushed over and tackled Loki. "I've missed you!" Skye told the Asgard.

"You were only gone for an hour." Mac told her in exasperation.

"Still far too long." Loki said.

Mac rubbed her eyes. "What horror have we unleashed on the universe?"

"I don't know, but I'm thinking about finding a deep cave and hiding until the cosmos are sane again." Hawkeye replied.

Skye stuck her tongue out at them and went back to trying to squeeze the life out of Loki via hug.

"What have you two learned while I was busy?" Mackenzie asked Stark. Loki was far too preoccupied to answer at the moment.

"Well the energy requirements to operate the transportation system is nearly insurmountable." Stark told her. "We may have a way around it but it's going to take a few days even if it works."

"You don't have days!" Mackenzie snapped. "Spencer is hovering on the verge of madness out there and I can't contact Banner's mind at all! You have two hours!"

"We can't do it in two hours Mac! Just be reasonable here…"

"Reason flew out the window the second those things began torturing my friend!"

"We have to repair the hyper space power generator! If we can't get that working we're stuck building our own power source which could take months or even years! I have to figure out how the darn thing works before I can repair it and that takes time!"

"Oh for the love of…is that all?" Mackenzie reached out and placed her hand on Starks head. With a cry of pain all the information on power systems she had downloaded from the minds of Shi'ar prisoners flashed into Stark's brain. "There! Get it done!"

Walking over to where Skye was attempting to burrow her arms under Loki's skin, Mac grabbed her friend by the ear and started to drag her out the door. "You can play with your boy toy later Skye, right now we need to study the layout of that Shi'ar Battleship."

As an amused Barton followed a protesting Skye and adamant Mackenzie out the door Loki stood with a look of perplexity on his face. "Boy toy?" He said.

* * *

He turned to Stark who was trying to massage an information induced migraine away and asked. "What in the name of all the explored worlds is a 'boy toy'?"

"You'll end up here." Roger's said indicating a point on the schematic. "The most direct route to the brig is along this track here." He drew a line from the transportation terminal to the ships interrogation cells. It was nearly on the other end of the ship.

"We'll have to cover a lot of ground fast if we want to find Spencer and Banner before the Shi'ar catch on to us." Mackenzie said.

"No joke. This ship is nearly twice the size of the ones we took down!" Skye commented.

"What about just putting everyone on board to sleep?" Asked Hawkeye.

"No good, the Shi'ar have encountered telepaths before, in fact it is one of the traits that crops up in their royal family from time to time. As a result, they program their ships with a limited AI system to watch for such things. It would shut the ship down, flood the halls with nerve gas, or vent the section we were in to space. We have to fight our way in and out while leaving enough Shi'ar alive to continue fighting back or the AI takes over."

"So stealth is out?" Asked Rogers.

Mackenzie thought for a moment. "Maybe not."

"What have you got Mac?" Skye asked.

"These Shi'ar bastards don't have any problem with torture. They took Spencer and tried to reprogram him and I bet they did the same thing to Banner. Well turn about is fair play."

Captain Rogers and Barton both looked alarmed while Skye just looked confused. "What are you planning Mac?" Hawkeye asked warily. "I thought we agreed not to risk violating an interstellar version of the Geneva Convention."

"That was before they tried breaking my friend's mind. They don't seem too concerned with our rights so I refuse to worry about theirs! Besides, they'll recover from what I'm planning.

"Eventually."

* * *

The Shi'ar Lieutenant was sleeping when Mac and Skye burst back into the holding area with Hawkeye right on their heels. Five of the Shi'ar were picked up and dragged through the air to float in front of Mackenzie. Hawkeye couldn't help but notice that four of them were Shi'ar ship security personnel and the fifth was the Shi'ar lieutenant.

*You five gentlemen are going to help me rescue some friends from the custody of your government.*

The lieutenant laughed nervously. *And just why would we cooperate with savages like you?* He spat.

Mac quirked an eyebrow. *Savages? Why my dear Lieutenant, savage implies that I'm ignorant and uncivilized. Nothing could be farther from the truth. You see I'm not going to torture you for your help, or threaten your family. I'm not going to go to your home world and destroy cities unless I get what I want. No. I'm simply going to wipe your mind and reprogram what I want to be there. With a seed of the real you buried deep that will resurface when I have no further use for your body.*

The trembling Shi'ar stared at her in horror. *You won't, you CAN'T do that!* *I can, I will, and I've already started.* With that she dropped the prisoners and turned to Hawkeye. "We'll need two sets of Shi'ar style restraints, and appropriate weapons for our new friends. This has to look convincing."

"Uh, care to let me in on exactly what we're planning Mac? I mean, I AM going with you after all!" Skye said nervously.

"Of course. These intrepid Shi'ar were shot down here on Earth. With great cunning and skill they managed to get their ships tranportation system running again and escape. Having two valuable humans for hostages helped in that area."

"You can't be serious!" Barton exclaimed. "You said yourself the Shi'ar have telepaths! What would prevent one of them from simply freeing the minds of your prisoners and learning the truth?"

"Because their minds won't be imprisoned. They will really believe they captured us and used us as hostages to cover their escape. And they will have no problem escorting us to the ships brig, right past every security measure and checkpoint. This way we only have to fight our way OUT not in."

Hawkeye considered this then nodded. "That should cut the danger by half since you won't have to leave any enemies alive behind you, unlike your first plan."

"I…hadn't really considered that. I'd rather not have to kill if we can avoid it."

"You didn't seem to have that problem when dealing with the Shi'ar ships. Or the Jaflashine for that matter."

"I didn't have time to think about it then. What I did was more heat of the moment than a deliberate plan…this is different isn't it?"

Skye came over to stand next to Hawkeye. "We're not really going to kill all those people are we Mac?" She asked.

"You may not have a choice Skye. What you and Mac are planning is very dangerous and these things plan on using that M'kraan crystal to destroy this and every other world. Getting Spencer and Banner back means you have to be willing to kill everybody in your way if necessary."

Mackenzie crossed her arms and gave a little shiver. "I..I"ve never actually sat down and planned on killing anyone before."

Hawkeye embraced her. "You do what you have to, Mac. This is no different."

Mac nodded into his chest while fighting back tears. "You're right Clint. We'll do whatever we have to if everyone and everything we love and care about is going to survive. I just wish there was another way!"

Barton just kissed the top of her head and continued to hold her. After a few moments Mac sighed and pushed him away. "Thanks. I guess we better get going."

Barton gently caressed her cheek. "I'll be waiting for you when you get back." He told her.

Taking a deep breath, Mac smiled, gathered up Skye and her new Shi'ar 'allies' then left.

* * *

The Shi'ar transport tech was lounging at her station. It was the night shift and if anyone was going to come through they would have done so already. This was her favorite shift, you usually didn't get to just relax aboard a Shi'ar warship unless you were lucky enough to land a late schedule in an unimportant section. Right now she was just glad that, for once, her superior wasn't breathing down her neck demanding she do something she had just finished ten minutes before he asked.

Her moment of peace was shattered when the arrival sirens began screaming and the transport ring began spinning. *What the hell!*

The view on the other side of the ring was cut off by the inky blackness indicative of a forming subspace connection. Her terminal lit up telling her there was an emergency arrival just as the vortex in the ring stabilized and a scene from hell appeared on the other side. Five Shi'ar servicemen were exchanging fire with a group of aliens on what appeared to be a damaged Shi'ar warship. The weapons the Shi'ar were using were familiar to her but she had never seen anything like what the aliens were equipped with. There was a 'whizzing' sound and something struck the wall behind her before ricocheting away.

_Who is insane enough to use PROJECTILE weapons on board a space ship! _She thought in horror.

The apparent leader of the Shi'ar motioned for his men to fall back through the portal. They appeared to be dragging two of the aliens with them, which confused her until she saw their attackers hold their fire to avoid hitting those beings. As soon as all the Shi'ar and their prisoners made it across the rings she hit a switch and closed the portal.

The Shi'ar combatants nearly collapsed with relief when the portal closed. They stood gasping for breath and shuddering from the energy they had expended. But they were very careful not to stop guarding their prisoner she noted.

*What in the Empress' name is going on here!* She shouted as her body's version of adrenaline began to wind down. Before the apparent leader of the group could answer, a fifteen man security team stormed in, weapons ready.

*In the name of the Empress! I demand to know what is going on here!* Shouted the marine sergeant leading the security squad.

The tech stared wild eyed at the sergeant then giggled at the nearly word for word repetition of her own question. Then she fainted.

* * *

*That is quite a story Lieutenant.* The sergeant said to the newly arrived Shi'ar. *Why do I think it's too convenient that you would arrive on the one ship in the Shi'ar empire that already has human prisoners when randomly jumping to whatever vessel was in range?* The suspicion in the sergeant's voice was apparent even to Mackenzie who still had difficulty catching subtle intonations in the language.

_He's not buying it Skye._ Mackenzie sent. _Give him a little push._

Skye gave a subtle nod before concentrating on the security officer.

The doubt in the sergeant's voice dropped drastically. *Still…I suppose greater coincidences have occurred in the past. We might as well take these two down to the interrogation cells. You five head up to the command deck and report to the captain.*

*With all due respect sergeant, we went through a lot of trouble, not to mention some close calls, to get these two back here. I'd like to see that through. Especially since this one," He indicated Mac, "is a weak telekinetic and the other one has some pyrokinetic abilities. We're used to their tricks and know what to look for.*

The sergeant put his hands on his hips. *And you can't just tell me and my men what to look for?* *We could but we have experience with them, I think it would be best if we escort them to the cells.*

*Fine, but my men and I will be going with you.*

The lieutenant relaxed. *We wouldn't want it any other way sergeant. The more eyes on these two the better.*

They made quite a parade on the way to the ship's holding cells. The fifteen Shi'ar security personnel plus the sergeant fanned out in front and behind the five 'escaped' Shi'ar clearing the way in front of them and also keeping a wary eye on the prisoners. The ship was huge with narrow hallways just wide enough for two human sized men to walk abreast. Automatic pressure doors looked ready to drop from the ceiling every twenty-five feet in case the vessel was damaged and sections needed to be closed off to prevent total depressurization.

Mac carefully studied the route they took, remembering every detail so they'd be able to find their way back. Before long they came to a transport tube running the length of the ship. As they boarded a tram car Mac reached out to Spencer again. What she felt nearly caused her knees to give way. Spencer's mind was seething with chaos and despair, she tried to reach him, to quell the loss and horror but there was no response, not even a flicker that he sensed her presence.

Jerking back from the madness that seemed to be all that was left of her friend, Mac sobbed and nearly collapsed. Her captors looked at her in alarm and the nearest guard had to physically support her. Skye tried to reach her and was physically restrained by the nearest Shi'ar.

_Mac? What's wrong?_

_It's Spencer. He…their's not much left of him. We have to hurry!_ She sent an subtle telepathic prompt to the altered Shi'ar Lieutenant.

*What's wrong with that thing?* The sergeant demanded.

*I'm not sure. It may have been injured during our retreat. We should get them to their cells. Have a xenobiologist waiting for us when we get there, it may need medical treatment.* The sergeant nodded.

The tram stopped at the far end of the ship, apparently Shi'ar hyper engines and power sources were located fore while bunks and the brig were placed aft, probably so any escapees would have to go the entire length of the ship in order to escape. Though that didn't explain the shuttle bays also located aft. The security team and their prisoners got off the tram and moved to a nearby lift down.

The lift car was too small for the security, 'escapees', and prisoners so they split into three groups. The sergeant, still not taking any chances, sent a squad of five down first. When the car returned, he and the lieutenant's group, humans included, boarded. The ride was short and when the doors opened they found themselves inside the ship security section.

* * *

It hadn't really been much of a fight. Once Skye had gotten over her timidity, she had reached out and followed Mac's mind to Spencer. After sensing what had been done to him, any concern about killing his torturers had disappeared. Mackenzie had actually been forced to physically restrain her from finishing a wounded guard with her bare hands, most of the rest of the ships security forces were either disassociated particles, courtesy of Mac, or ash piles. The Shi'ar 'esapees' were snoozing comfortably in a corner.

The brig was a long hallway with a series of doors blocked by some kind of energy barriers. Inside one of the cells they found a sleeping Bruce Banner, some kind of collar around his neck kept him asleep. "Should we get him up?" Skye asked. "He might be helpful."

"I'm not sure how helpful a twelve foot tall rampaging, nearly indestructible, rage machine would be in the closed confines of a starship in deep space. Let's let him sleep and keep the air in here with us. Where it belongs."

"Good point."

"I thought so." Mackenzie smiled.

"So…how do we carry him?"

"Leave him here for now. I'll pick him up telekinetically on our way out. Easier to let him float." Skye nodded.

At the end of the brig they found a locked door made of some metal that looked like vibranium. "Think you can get this Skye?"

"I'm not sure that would be wise. I might be able to melt it but from what I understand that would probably vaporize whatever, or whoever is on the other side…and us too!"

"I'll handle that, you just turn on the juice."

Skye looked skeptical. "If you say so." She concentrated for a second then reached both hands out toward the door. Fire was much too tame a word for what burst from her hands. Most _stars_ didn't put out as much energy as the blast coming from Skye. The lance of power hit the vibranium door like a blow torch hits ice and the whole thing just disintegrated.

Mackenzie was shocked by the sheer force coming from Skye, it didn't seem possible. What shocked her even more was the ease with which she caught and channeled the immense power back into Skye. There was a little loss, the laws of physics being what they were, but not much. From the time Skye hit the door til it fell apart and she stopped was less than three seconds.

"I'd, uh, I'd say that was a success." Mackenzie told her still staring at where the door had been. Little drops of vibranium metal where condensing on the floor.

"Oh good! I was afraid I didn't use enough power."

"That wasn't your full strength!?"

"I'm sorry Mac! I know you told me to hit it with everything I had but I was worried it would be too much."

"No, no I'd say that did the job fine. Way to gauge your output properly." Mackenzie swallowed hard.

If they were expecting a scene from a medieval torture chamber they were disappointed. In one corner there was a table with metal straps, vibranium once again. In another was a terminal facing the table. And in the middle, floating motionless, was Spencer. The Shi'ar had taken sensor deprivation to a whole new level, even removing the feeling of up and down by suspending their subjects in a null gravity field. The technology also allowed observers to see in while eliminating sight for the unfortunate participant.

Skye rushed over to try and pull Spencer out and bounced off a force field. Mackenzie was more knowledgeable, and hurried over to the control terminal. She examined the controls carefully but didn't see any way to turn it off. With a grimace of frustration, she tore it free from the floor with her mind and crushed it smaller than a marble.

The field shut down and Spencer dropped to the floor. Skye rushed over and grabbed his hand. "Spence? Spencer? We're here Spencer." Skye told him. "Please do something. SAY something! Don't leave us!"

Spencer just lay there his eyes staring sightlessly into space. He didn't move, didn't respond in any way to Skye. The only way she could tell he was alive was the steady up and down movement of his chest as he breathed. He didn't even twitch in recognition.

Mackenzie kneeled down and took his head in her lap. She was also crying as she reached out once again and tried to touch his mind. There was only chaos, loneliness, and terror. Nothing remotely resembling rational thought was left, just horror and desolation. She tried to pull a seed of the man he had once been together from the fragments, something his mind could rebuild itself around, but she wasn't sure their was enough left to succeed.

"Spencer." Mackenzie spoke to him. "I'm…" She swallowed hard as her tears overflowed. "I'm here Spence. I ca…I came for you. Like I promised. Please come back."

Spencer made no response. He didn't even blink as her tears fell on his face. "He's gone." Mac whispered. "I'm so sorry Spence." She cradled his head and sobbed.

"Mac?"

Skye and Mackenzie looked up to see Spencer's eyes focusing. Their were silent tears running down his face. "You came for me." He croaked.

"Oh…oh, Spencer. Thank God. I was so scared. I was afraid we lost you!" Mackenzie told him.

"God Spence! Don't scare us like that!" Skye joked though tears still ran down her face.

"Mackenzie?" Spencer whispered.

"Yes Spence?" She asked through a tearful smile.

"Why don't I have any pants?"

Mackenzie and Skye both turned bright red and Mac dropped his head on the floor.

Spencer looked back and forth between Skye and Mac. "Is…is this where I'm supposed to say…something?" He asked in confusion. "Was…was it…and now the moment is…is over?" He only grew more perplexed when they both burst out laughing.

* * *

Spencer was still drifting in and out of focus and forcing Skye to lead him by the hand. Fortunately they found his clothes piled in a corner so he wasn't running around in his birthday suit anymore. As they passed back through the brig area Mackenzie lifted Banner from his cell and carried him along behind them.

"We have to hurry!" She told Skye as Spencer wandered over to run his hand down a wall with every appearance of wondrous discovery. "The entire ship is on high alert and I think they've called for backup."

"Right! Come on Spence. We have plenty of pretty walls to admire back home." She took his hand again and started leading him toward the door. He gave the wall one last pat, savoring the sheer feel of it, before letting himself be led off.

Suddenly Mac stopped. Something was wrong. She wasn't sure what but it was bad, very bad. She reached out to the ship with her mind and blanched. "They're gone!"

"What?" Skye asked as she tried to prevent Spencer from giving the wall a full body hug.

"I can't sense anything on this ship! It's like the entire crew just vanished."

Skye frowned then reached out also. Her eyes widened. "What the heck is going on? Where is everybody?"

"I don't know but we have to get out of here now!"

They started back toward the brig's exit just as the door whooshed open and Nagel strode inside. "Holy crap! That is one gorgeous creature!" Skye said in awe. "Well, well, well. I see some vermin did manage to infiltrate this ship."

At the sound of Nagel's voice Spencer snapped back to reality, all distractions forgotten. Screaming in rage, he charged the alien. Before his power had been upgraded, Spencer could sprint at nearly seventy miles and hour, afterward his speed had increased to nearly eight _hundred_ miles per hour and continued to rise since. The sheer force of displaced air caused by his passage knocked Skye and Mackenzie off their feet.

Spencer crossed the distance between himself and Nagel in less time than it takes a human to blink, right fist leading in a devastating blow. With contemptuous ease, Nagel's right wing swept the punch aside. Like his speed, Spencer's strength had increased dramatically since touching the M'kraan Crystal. Before he had been able to military press thirty tons, afterwards that had jumped to sixty tons and continued to climb. Currently he could press somewhere in the seventy tons range, which was why he was shocked to his core when Nagel caught his follow up left as easily as a softly thrown baseball. With a negligent flip of the wrist, Nagel sent Spencer flying into the brig's reinforced adamantium wall hard enough to leave a dent. Spencer slumped to the floor stunned. Mackenzie and Skye stared in disbelief.

"Now that the annoyance has been dealt with. Allow me to introduce myself. I am Nagel, and soon you shall call me Lord."

"I don't think so!" Skye shouted before unleashing the full force of her power in a concentrated blast directly into Nagel's face.

The creature didn't even blink, he just reached out, caught the full power of the attack, and sent it flying right back into Skye's teeth, twice as strong. The energy wave caught Skye directly in the chest and though she absorbed most of it, there was just too much. She flew through the air and would have smashed into the far wall if not for Mackenzie snagging her out of the air. Her skin was blackened and blistered from Nagel's attack. A golden aura surrounded her as her power went to work healing the damage.

Nagel raised an eyebrow in mild surprise. "Now that is astonishing. I may have to keep that one around a little longer than anticipated, just to learn that healing effect."

"You won't be around to try!" Mac snarled. Two direct physical attacks had proven worse than useless so instead of a telekinetic shove Mackenzie hit his mind with a full power telepathic assault.

What she saw there caused her to drop to her knees retching. The thing's mind was full of the most vile evil, beyond anything she had ever imagined possible. The sheer disgust at what was in his mind made her sick. Nothing had ever prepared her for a mind so twisted beyond anything decent or moral. And the worst was Nagel actually WANTED her to see into his soul. It gave the creature a kind of sick, twisted pleasure to share all the diseased corruption of it's essence with others.

Nagel inhaled sharply, almost in ecstasy. "Exquisite isn't it? You have been honored with a sight few beings ever see. A glimpse into the glory of a god of destruction. Savor it, embrace it. It calls to you does it not?"

"You're no god." Mackenzie whispered and struck a telekinetic blow backed by everything she had in her.

Nagel flew backwards through the door in a blur of motion and crashed into the security section's outer wall hard enough to shred through the adamantium alloy.

Mac sat on her knees, gasping for breath, the attack she had unleashed left her exhausted and dizzy. Especially on the heals of glimpsing that things mind.

"I must admit I did not expect such power from such a creature." Mackenzie froze in terror as Nagel stepped back into the brig. "You actually hurt me!" He told her, a black, stinking blood dripped from a deep cut along one arm, there were no other visible injuries.

Mac realized they were horribly overmatched. The thing before her was stronger than all of them combined and completely depraved. It reveled in destruction and hungered for the extinction of all creation. It was hatred, and fear, and pain, and all other evils combined. And she couldn't stop it.

Nagel knelt in front of her. "The taste of your despair is sweet." He whispered in her ear.

Spencer hit Nagel in the side of the head hard enough to shatter diamond and once again he flew with bone shattering force into an adamantium wall. The counter attack was one of the mind, as Nagel ripped Spencer off his feet and crashed him head first into the ceiling, the devastating telekinetic thrust left him on the verge of consciousness once more.

The brief respite was all Mac needed. She knew that Nagel had to be stopped no matter the cost. Reaching out she connected with the still healing Skye and drained her of every last ounce of strength not needed to keep breathing. With the incredible surge of power from Skye, Mac focused herself in a way she never had before and ripped a hole in reality leading from the ship back to Earth. Grabbing Banner, Spencer, and Skye with her mind, she tossed them through the portal and then nearly collapsed. She didn't have enough left in her to close the hole, but she knew where to get some.

Nagel was back on his feet, staring at the portal in satisfaction. "Your escape is the doom of all existence. You have made my ultimate dream possible at last." He started to step through the portal.

"I've made your death possible." She reached out with her mind and turned on the ships hyper space power generator, disabled the fail safes, and sucked in everything it had to offer. Grabbing Nagel in a telekinetic bear hug, she dragged him bodily back from the edge of the opening and tackled him.

On the other side of the tunnel Spencer was getting groggily to his feet. His eyes met Mac's and she mouthed 'I'm sorry.'

He watched as Mackenzie began to glow brighter and brighter and then behind her a wall of energy erupted from the ship's over stressed power generator. The ship and Mackenzie disintegrated in a wave of power greater than a dozen supernovas as she collapsed the portal before the destruction could reach the opening.

Spencer dropped to his knees and howled in loss.


	8. Chapter 8

**Chapter 8**

Mackenzie had transported her friends back to the Phoenix Site before she died. As a matter of fact she had transported them directly to what those who worked at the site referred to as the 'Chapel'. It was a large, beautifully ornamented room with a pedestal at one end where they had placed the M'kraan Crystal.

That's where Hawkeye and Black Widow found them. Banner was still asleep while Spencer cradled a comatose Skye and just kept repeating over and over, "It should have been me. It was SUPPOSED to be me!" As he rocked his unconscious friend. His grip was obviously gentle yet when they tried to pull Skye from his arms it was like pulling on steel bars.

"Spencer, you have to let her go! She needs medical attention!" Romanoff told him.

"Let her go Spencer, we've got to get her care." "Hawkeye pleaded.

"My fault. It was supposed to be me. It should have been me."

"He's not responding at all. What the hell happened to them?" Romanoff asked.

"I don't know but I need to find out where Mackenzie is and I can't do that if he won't talk to us!"

"She's gone, and it's all my fault. It was supposed to be me. It should have been ME!"

"Spencer, what are you talking about?" Hawkeye demanded grabbing Spencer by the shoulders and shaking him. It was like shaking a statue.

"We have to get Skye away from him." Romanoff told Hawkeye. "Those burns are bad and I don't like how shallow her breathing is."

"We can't get him to let go and I seriously doubt any of us are strong enough to force him."

"Thor wouldn't have much trouble but he's still off consulting his father. Maybe Loki could do it?"

Hawkeye nodded. "Maybe. I'll go get him. You stay here with Spencer and Skye."

As Barton hurried off Natasha continued to talk softly to Spencer, trying to get him to see reason. A rock would have responded better, he just kept rocking Skye and repeating the same phrase. A few minutes later Loki and Barton reentered the room.

When Loki saw Skye he gave a cry of anguish and rushed to her side. He grabbed Spencer's arms and tried to break his grip. Though he got better results than Barton and Romanoff he still couldn't get Spencer to let go.

"Release her now you dunce! She needs help!" Loki snapped at Spencer. The sound of Loki's voice finally provoked a response out of Spencer, though whether it was a positive one could be argued.

With a snarl of pure rage Spencer leapt at Loki. The fact that he managed to set Skye down gently and still hit Loki before the Asgardian could blink would have amazed Barton and Romanoff, if their eyes could have tracked the motion fast enough. Loki went flying across the room toward the opposite wall, Spencer beat him there and swatted Loki out of the air. The force of the blow was hard enough to make Loki literally bounce off the floor. The bouncing Loki reached chest high and Spencer caught him with a full power blast of electricity sending the nearly dead Asgard rocketing across the room.

As Loki passed over Skye the bolt of power that was propelling his flight bent and struck the unconscious girl full on, where it was absorbed like water into a dry sponge. Her eyes snapped open with a gasp and she began to glow as her healing power kicked in.

Spencer was so focused on killing Loki he didn't even notice Skye's recovery. Rocketing past his friend, he once again struck the Asgard before he hit the wall. Knocking Loki to the floor, Spencer put his knee in his opponents chest and wrapped his fingers around his throat. Instead of just crushing Loki's neck quick and clean, Spencer gradually built up the pressure.

Loki clawed at Spencer's arms, desperately trying to break his grip but it was like fighting a machine vise. Spencer slowly increased the pressure, he wanted to watch the life drain from Loki's eyes.

Spencer was suddenly struck in the back, catapulting him into the far wall. Still smoldering he rolled to his feet and spun to charge this new opponent, but came to a skidding stop when he saw Skye rushing to Loki's side. A trail of melted floor led from where she had been laying to his current position. She was the one who had attacked him. "Skye? Why did you…" He stopped talking as she went to her knees next to the Asgard and began healing him, crying his name the entire time. Not only was Skye his attacker, she had done it to save Loki.

The look of hurt and loss that crossed Spencer's face was indescribable. _Loki? He's the one she bonded with? Why him? I mean I knew it was going to happen but… _With a cry of despair Spencer flashed away.

Skye finished healing Loki then looked around. "I'm sorry Spence, I just thought you were going to…Where, where did he go?"

Romanoff walked up to Skye and placed a hand on her shoulder. "He's gone Skye. Didn't you notice the blast of air from his exit?"

"I…was distracted." She mumbled.

Hawkeye approached her other side. "We can find him later, right now I want to know what happened? Where is Mackenzie?"

"I don't know! We had just rescued Spencer and we were fighting this thing. It took Spencer down like he was nothing! Then I hit it with a blast of fire. The next thing I remember I'm waking up here and Spence is killing Loki."

"Crap. I was hoping you could tell me. Looks like we have to find Spencer after all."

"And we have to hurry too. He was in pretty bad shape when we found him and I don't know how stable he is. I shouldn't have attacked him but…I couldn't risk him killing…" She started to cry.

"Skye it's ok." Natasha told her. "We'll find him I promise."

Skye nodded then started to follow after Spencer. Loki sat up and grabbed her forearm. "This thing that attacked you. Describe it." He told her.

"It…it was the most beautiful creature I've ever seen. It looked like an angel and…" She stopped as Loki's grip on her arm tightened enough to hurt. "Ow! Loki…"

"What? Oh, sorry." He released his hold.

Skye rubbed her arm. "What is it?"

"I hope I'm wrong about this but…did this thing have a name?"

"Yeah. He called himself 'Nagel.'"

Loki closed his eyes for a moment. "It's worse than I could have ever imagined."

"What? What's wrong." Hawkeye demanded.

"Nagel is one of the Cursed. He is among the oldest living beings in all of existence. Older than this current universe. According to a mix of legend, myth, and a scattering of hard facts, he was a member of the first sentient race to come into being. They were beautiful and powerful, and they served the One Above All from the beginning of creation."

Skye gave a start of surprise as Loki mentioned the One Above All.

"You've heard of Him?" He asked her.

Skye nodded. "When Mac and I were communicating with the being in the Crystal it…SHE told us about the One Above All. I just didn't realize how much he was tied up in all of this."

"He is tied up in EVERYTHING Skye, but I digress. Nagel and many of his fellows became arrogant, twisted by their own beauty. When they discovered other sentient races on other worlds they were outraged. They demanded that the One eliminate these lesser creatures, believing them to be abominations not fit to share in their perfection. The One refused and a large number of them rose up in rebellion against Him. The war was terrible despite how short it was. The rebels were cast down and exiled from the One's presence. Now they seek only to hurt Him. They know they can't actually face Him, they tried that once and lost, so they seek to destroy His creation as their only means of causing Him pain.

"It was they who were responsible for the destruction of the first universe." Loki said softly.

"Wait. How did they survive the destruction of an entire universe?" Hawkeye demanded.

"They cannot die. The One created them immortal and refused to strip them of it. They can be injured, bound, even dismembered, but they cannot die and they always heal eventually."

"How do we defeat something like that?" Natasha asked in horror.

Skye looked around. "We'll find a way. First we need to find Spencer and Mac."

Spencer sat on the edge of the cliff just thinking. Well, trying to think. His mind was a jumble and it was nearly impossible to concentrate. The things Nagel had done to him left his mind fractured and he wasn't sure he was ever going to fully heal. He couldn't think, and his emotions were nearly uncontrollable. It was incredibly humiliating for a man who had always prided himself for his intelligence, rationality, and self-control.

Their was a roar and Skye came to a landing amidst a bust of fire. "Spencer? Are you ok?" She asked. "What are you doing up here?"

Spencer didn't look at her. "Just thinking. Or trying to. I'm…not the person I used to be Skye."

"Why don't you come away from the edge and talk to me about it." She told him. The concern in her voice brought a wry smile to his face.

"Calm down Skye. I'm not going to kill myself." He told her bitterly. "I'm not even sure I could even if I wanted to."

Skye walked to the edge and looked over. It was almost a mile drop to the bottom. "A fall like that might do it." She pointed out nervously.

Spencer laughed hard, then the laughter turned to sobs. After a few seconds he let out a scream of rage before finally regaining control of his emotions. Shaking his head Spencer jumped.

"Omagod! Spencer! Omagod! Omagod! !" Skye shouted in horror running to the edge. A few seconds later he blurred up next to her again. "Not even a scratch." He said.

She punched him in the arm. "Ow.

"Don't you ever do something like that ever again!"

"I can't be hurt Skye. Not by anything as pedestrian as a short fall like that." He looked out over the mountain vista. "I don't even know if I can die anymore." He said, it was not a comforting thought.

"Well I don't want you to die! Your still my friend."

He looked over at her. "Skye, in the last few weeks everything I've ever loved or wanted has been torn from my grasp. The only thing I have left is protecting you, and I'm not sure I can do that anymore. My mind is so disjointed, I can barely think straight."

He was silent for a moment. "I watched Mackenzie die, and I couldn't do a thing about it."

"It was supposed to be me." He said absently.

"What do you mean! Mac's not dead! She…she can't be."

"Skye I watched her come apart right in front of my eyes. She was on that ship and just, disintegrated. And I could only watch."

Skye shook her head in denial as her eyes filled with tears. "You're wrong! You have to be! I can still sense her!"

"Can you?" He asked gently.

Skye closed her eyes in concentration. After a few moments the tears in her eyes overflowed running down her face. "No." She whispered.

Spencer pulled her close for a hug. She sobbed into his chest for several minutes. And suddenly he pushed her away, his emotions were becoming jumbled again as his thoughts broke down into incoherence. Skye looked up at him in surprise. "Spencer?"

He rubbed his face with his hands, trying to regain control. "We…we need to get back Skye. The others will be worried about us."

"Spencer? Are you alright?" He reached out to touch her and then took a hasty step back.

"I'll…" He swallowed hard. "I'll go on ahead." With that he turned and flashed into the distance leaving Skye staring after him in confusion.

It didn't show on his face but Hawkeye was dying inside. Twice he had met a woman worth more to him than life itself and twice that woman had been torn from him. He stood in the hallway watching as they prepared to remove the device around Dr. Banner's neck. His struggle to keep his emotions contained was mostly successful, unless you knew him well.

"Clint."

He turned to see Natasha Romanoff approaching. "Yeah?"

"Will you be alright? I know she meant a lot to you."

He was silent. Examining his emotions as the techs began probing Banner's collar.

"What can I say?" He finally replied. "After I lost Bobbi I…" He took a deep breath. "I thought I would never find someone who could hold so much of my heart."

He looked at Romanoff. "I thought you only ever got one shot at love like that…Then Mac came along and…I can't explain it. We only knew each other for a few weeks but it felt like a lifetime! Being in her mind was the most incredible thing I've ever experienced."

He was quiet again. "And now she's gone. Just like that. No warning, no goodbyes. Just ripped from my life and there isn't anything I can do about it."

Natasha put her hand on his arm. "I'm always here. If you need to talk just let me know. I owe you a lot Clint and I intend to pay it back."

"Thanks Natasha. It's hard. So hard, but I have to keep going. If we don't stop that thing then she died for nothing."

"We'll find a way."

"Sir, we think we've figured out how to remove the collar." One of the techs said from inside the room. Hawkeye and Natasha went inside.

"It really wasn't that hard." The tech told them. "It's almost like it was designed for easy removal."

"I guess that makes some sense." Natasha commented. "After all, why worry about how difficult it would be to remove if the subject wearing it is always asleep."

Barton nodded to the tech. "Take it off."

One of the techs held Dr. Banner's head still while a second reached around his neck and unlocked a simple catch. The response was rapid as Banner's eyes started moving behind his eyelids then fluttered open. He looked around in confusion .

Romanoff leaned over and put her hand on his chest. "It's ok Dr. Banner. You're safe, you're among friends."

"What happened? Last I remember we were preparing to fight that alien Jaflashine thing."

"You were captured by the Shi'ar Doc." Hawkeye told him. "Are you sure you don't remember anything?"

His forehead crinkled in thought. "No, just some strange dreams about a starship."

Natasha and Hawkeye exchanged relieved looks. "They must not have gotten around to you yet. Spencer was captured too. They spent almost a week torturing him."

"Is he alright?" Banner asked in concern.

Natasha shook her head. "He's pretty messed up. There isn't any physical damage but he's suffering some pretty severe mental and emotional problems. They had him in a sensory deprivation tank for almost the entire time."

Banner winced. "I'm surprised he's still even halfway sane!" He sat up and rubbed his face then looked up sharply. "The crystal?"

"Still safe." Barton told him. "It's in the Chapel. They never got near it."

"Well that's a relief. What about everyone else? Did we take any casualties?"

Hawkeye took a deep breath and tried to reply but a lump had formed in his throat and he just couldn't get the words out. Natasha put a hand on his shoulder. "Mackenzie and Skye went to rescue you and Spencer. Skye made it back but Mac…" She just shook her head.

"Clint, I, I don't know what to say." Banner told him. "I'm sorry."

Barton just nodded and looked away in discomfort.

"What about Tony?"

"He's alright. He's back at Stark tower just now working on some business…and trying to debug Jarvis." Natasha gave a brief smile.

"And Thor?"

Hawkeye cleared his throat. "Back on Asgard consulting with his father."

Dr. Banner nodded thoughtfully. "Good." The blow caught both Hawkeye and Natasha while Hulk was in mid transformation. If he had been finished it would undoubtedly have killed both of them. Instead they were flung against the wall and knocked unconscious. The techs weren't so fortunate.

Spencer stood in the Chapel staring at the M'kraan Crystal. His hands wouldn't stop shaking so he clasped them behind him to still their trembling. He'd almost lost it on that cliff and he was determined it wouldn't happen again.

"I've done everything you wanted." He told the Crystal. "But it wasn't enough. I…I failed and now those I love are either dead or suffering because of it." He stood silently for a few moments. Eyes closed as tears trickled down his face. He couldn't stop it anymore, his emotions whipsawed constantly. "What am I supposed to do now?" He whispered to the Crystal.

"Spencer? Who are you talking to?" Skye asked as she walked up behind him.

"Just…myself. You know how us crazy folks are." He told her smiling.

She didn't smile back. "You're not crazy Spencer. You're hurt and lost and maybe a little damaged but not crazy."

He gave a bitter laugh and barely succeeded in choking back tears by sheer willpower. He returned to his contemplation of the M'kraan Crystal.

"Spence…why did you run away up on the cliff?"

Spencer rocked back and forth on his heels keeping his back to her. "I, didn't want you to see me breakdown again."

"It wouldn't be the first time." She frowned. "What would make this different?"

He turned around at last, a pained expression on his face. "Because I can't control myself anymore Skye! There are things I've wanted to tell you or Mac for years. Things that would change how both of you looked at me forever and I can't do that now! Just let it go! Please?"

"Spencer you know you could tell me and Mac…" Her voice broke up for a moment. "You could tell us anything. You don't have to be afraid of how we would have reacted."

Spencer just shook his head. "It's too late Skye. What I wanted to say…" He paused and took a deep breath. "Mackenzie is gone because I failed. It wouldn't have mattered anyway, it was too already late even before she died."

"Spencer I…" She was interrupted as the sound of screaming echoed through the halls of the Phoenix site.

"What is going on out there?" Skye wondered.

The fragments of Spencer's shattered mind snapped back into focus once again, just like they had during his fight with Nagel. Once more the old Spencer was almost back. "Skye, get behind me."

"What is it?

"I don't know. But whatever it is seems to be coming this way."

He looked over and saw the fear in her eyes. "I won't let anything happen to you Skye. Not while I'm still breathing."

The screams were getting closer and now they could hear roaring echoing down the halls. "Can you tell what it is?" He asked Skye.

"I'll try." Closing her eyes, Skye reached out, searching for the source of the chaos.

Her eyes snapped wide open. "Omagod! We're gonna die! Omagod! Omagod!"

"Skye! What is it!"

She turned a pale face to look at him. "Hulk." She whispered in terror.

Hulk forced his way into the Chapel, he was covered in blood but seemed almost calm for a creature fueled by rage. In one hand he carried the collar used to keep him asleep. Seeing the M'kraan Crystal he smiled and began to make his way toward the gem.

As Hulk reached for the Crystal, Spencer flashed up, grabbed him around the waist and suplexed him. The force of Hulk's huge bulk hitting the floor caused a tremor to run throughout the entire facility. Spencer did his best to snap a full nelson on Hulk to restrain him but his massive size prevented him from getting his arms up around the back of Hulk's neck. A full nelson could easily immobilize a much larger and stronger opponent, if it was properly applied. This one wasn't and Spencer knew Hulk would break free eventually.

"Get the Crystal and get out!" Spencer screamed at Skye.

This command to Skye seemed to enrage the Hulk more than anything else. With a primal scream the beast gathered it's knees under itself and pushed straight up. The power in Hulk's legs was sufficient to propel his massive form in leaps spanning over three miles. The distance from the Chapel's floor to the roof was a little over thirty yards. Hulk, with Spencer still on top of him, smashed into the ceiling with tremendous force.

As the breath wooshed from his body, Spencer's grip was loosened. When they crashed back to the floor Hulk broke loose of the full nelson and flung Spencer off of him. Spencer bounced off the far wall and raced back to the fight, fists blurring. The Hulk roared in frustration as time and time again Spencer landed punishing blows to sensitive areas, breaking his nose, smashing into the solar plexus knocking the air out of him, and delivering devastating damage to joints, while dodging out of attack range anytime Hulk struck back. Even with all the damage done to the massive being the fight was a draw, Hulk couldn't hit Spencer and any damage done to him was healing almost instantly.

The battle raged back and forth across the huge room, with Hulk leaping in fury at the blurring form of Spencer and Spencer dodging in for any attack opportunity that presented itself. Hulk managed to land a lucky blow that sent Spencer catapulting across the room. Spencer smashed into the podium holding the M'kraan Crystal hard enough crack a rib.

As he fell to his hands and knees, Spencer gasped in pain trying to get in a full breath through the agony in his side. He should have been moving instead. Hulk's fists slammed down on the stunned Spencer with enough power to shatter diamond. Bones broke under those blows and Spencer lapsed into semi-consciousness. Grabbing his opponent by the leg, Hulk slammed him into the floor a couple times then hurled him as hard as possible into the far wall. Spencer's limp form slid down the wall to land in a blood soaked heap on the floor.

Hulk began walking toward the podium once again. Reaching the M'kraan Crystal he placed the Shi'ar collar around it and snapped the device closed. With a brilliant flash, the artifact vanished as the Shi'ar homing beacon triggered and opened a portal sucking it through. Then Hulk turned back toward Spencer.

"Puny man die now." The massive being grated out.

Skye, who had been frozen in shock and terror throughout the entire fight finally reached her breaking point. As it had so many times before, it was like a switch flicked in her and with a cry of fury she shot forth a blast of searing plasma directly into Hulk's face. The force of her attack knocked him back into a wall.

Screaming in rage, Hulk used his hands to block the flames while his eyes grew back from the fierce attach. As his fury rose, so did his strength, durability, and regenerative speed so within seconds Hulk was forcing his way across the room against the flames. Skye turned up the heat, punching out more and more power at the enraged creature.

Finally a kind of equilibrium was reached as Skye came to the limits of her power and Hulk's rage reached it's peak. The two stood on either end of the gout of pure heat until with a bellow Hulk slammed his hands together and sent a shockwave of air rushing across the room. The wave struck Skye and shoved her into the wall, knocking her unconscious.

Hulk roared in fury and started toward the helpless girl. His progress was interrupted when a hand snaked out and snagged his ankle. Looking down in surprise he saw Spencer, several broken bones actually protruding from his skin, using his one good arm in a last ditch effort to slow the enraged behemoth down. With a snarl Hulk raised his foot to smash the last embers of life from his broken foe.

Mjolnir caught the Hulk in the temple smashing his skull. As his massive form collapsed, he shrank back into the form of an undamaged, and still living, Banner. Thor and Loki rushed in to aid their fallen friends.

Spencer lay gasping for air that would not come as blood bubbled in his lungs. Looking at Skye's form glowing with her healing power as she recovered from her injuries, he finally felt at peace and let the darkness take him.


	9. Chapter 9

**Chapter 9**

The light surrounded her, embracing every aspect of her being. Peace, contentment, joy, these were all she knew. All she ever wanted to know. It must be what it was like to be in the womb.

She frowned. How did she even know what a womb was? This was all she had ever known…wasn't it? Doubt crept in. Was…was there something else? Something from…before?

"**Mackenzie.**"

Her brow creased. That voice, it was familiar. It meant something.

"**Mackenzie!**"

She pulled back from the sound. It meant responsibility and pain. She had already given all she had to give.

_Wait? When was that?_

"**It is time to awaken my child you are needed. Creation needs you. Your friends need you.**"

_Friends? _That grabbed her attention. She had a vague recollection…people she…cared for? Loved? Names? Faces. A short girl with green eyes and too much energy. A tall, dark haired man with an intellect few could match. And a man who had touched her soul…something to do with a…bow?

"Clint." Her eyes snapped open and everything came rushing back to her. She was back in the infinite hall, laying on her side, surrounded by the revealing yet concealing white light.

**"Welcome back my child.**"

"Why…how did I get here? I…I DIED! I should be on the other side, at peace.

"…Shouldn't I?"

"**You are my child Mackenzie. You will not suffer the same fate as others.**"

"When you say child…you…you don't mean that figuratively do you?" She climbed to her feet. "You seriously mean CHILD! As in offspring? How is that even possible? Am I some kind of…of AVATAR for you?"

The Phoenix walked out of the light. **"I have had Avatar's before. Those I inhabited and strengthened with my own power. And when I left them they kept a seed of that power within them. The last was a woman named Jean on an alternate version of your planet Earth. You are not one such as she. You are truly my child, a being such as I, though you are very young. If the other cosmic powers can have children why not I?**"

"Other powers? You mean there are more like you!"

"**Many. Though I am among the strongest.**"

Mackenzie tried to gather her thoughts, the idea that there were other beings who could match Phoenix in power was astounding. Then something the Phoenix had said caught her attention. "You said 'children,' does that mean you have more than one? You called Skye your child as well, last time I was here."

"**Skye is indeed your sister.**"

"And Spencer?"

The Phoenix seemed to draw back, almost affronted. "**That one is not mine. He is but a weak and flawed mortal. Be careful with all such as he, they break so easily.**"

A vise closed around Mac's heart. "What do you mean, 'break so easily.' Is something going to happen to Spencer?"

"**The choice was set before him and he made his decision. Now it is time to make yours. Will you return to your mortal life? Will you fight to save all that is or ever will be? To give your friends a chance to live? I must warn you, without your aid they will almost surely fail.**"

"But I have so many questions!"

"**Should you succeed, those questions will be answered. If you fail, they will not matter. Choose, will you return? Or will you remain here and grow at my feet?**"

Mackenzie was quiet for a long time, torn between the thought of eternal peace or the pain and conflict of life. Finally fear for her friends tipped the scales.

"Send me back."

The Phoenix smiled. "**You have made me proud my child. Return with my blessing, one more step toward the awakening of your full potential. Carry this blessing to your sister as well.**"

Mackenzie felt a warmth suffuse her entire being, it grew stronger and stronger until all she knew was the great power infusing her with that warm light. Then it was gone.

She found herself lying on her back in the Chapel, the pedestal that once held the M'kraan Crystal was empty. Getting to her feet she looked down at herself as she felt a draft.

She looked up toward the ceiling in exasperation. "Really? You can reconstruct my body down to the smallest detail, but you can't provide me with even a simple white robe!"

* * *

Spencer slowly came back to consciousness, this came as quite a surprise to him since he had been pretty sure he was going to die. Though judging from the excruciating pain he was in maybe he was dead, just not where he had expected to end up.

His eyes fluttered open and he found himself lying in his Phoenix Site bed. "Well, at least it isn't hell."

Skye was fast asleep sitting in a chair next to him with her head lying on his chest. "Looking more and more like paradise every second. Pain not withstanding"

"Hmmm?" Skye raised her head and looked at him bleary eyed. "Spencer? Spencer! You're awake!"

Sitting up Skye threw her arms around Spencer in a massive bear hug. Spencer started to return the hug but found one arm strapped to his chest with what appeared to be a titanium cast, which made sense, anything less wouldn't last through a single nightmare.

"Skye…why am I still alive? I know I heal fast but…I'm pretty sure you don't just recover from wounds like that."

She gave a huge grin. "I healed you!" The grin turned into a frown. "Kinda."

He raised an eyebrow. "Kinda? What do you mean 'kinda'? I've seen you at work, there isn't a lot of in between with your healing ability. It works on everyone else, does nothing for me."

She looked away. "When I saw you lying there injured…dying I…I couldn't face the thought of losing you like I did Mac. I poured everything I had into keeping you alive, it still wasn't nearly like what happens with everyone else but…" She shrugged.

"But you healed me…kinda." He gave her a lopsided smile.

Skye nodded.

"How long was I out?"

"A little over two days. It would have been longer but I kept coming in here and trying to heal you more. It seemed to help but it takes so much out of me."

"Well I'm awake now so you can just relax and let nature, and whatever supped up healing ability I have, take it's course."

Skye gave a happy nod then let out a sigh. "Not that it matters much. We'll all be dead before too long. Nagel has the Crystal."

Spencer struggled to sit up in the bed and Skye helped him by adding a few pillows for him to lean against. "We aren't dead yet Skye. As long as we're alive we still have hope. We just need to find a way to get to him."

"Stark and Loki are working on that right now." Spencer hadn't even noticed Hawkeye sitting in the corner.

"What have we got to work with?" Spencer asked intrigued.

"Well…we have that downed Shi'ar ship for one. We also have the collar Banner used to steal the M'kraan Crystal. It has some very interesting gadgets attached to it." Barton told him.

"Maybe I can help with that. I think it's about time I started pulling my own weight around here again."

"Are you sure you're up to that Spence?" Skye asked worriedly. "Your mind was messed up pretty badly by what those bastards did to you."

Spencer examined himself. He was surprisingly clear headed, it was almost as if his brush with death, and peace regarding that outcome, had glued the shattered pieces of his soul back together. There were still cracks, his emotions were still somewhat unpredictable, but not anywhere near as bad as it had been.

"I…think I'm alright Skye. There are still some issues, but I think I can do this."

"Well you won't be alone." They all turned to find Mackenzie standing in the doorway.

"Mac?" Spencer whispered in wonder. Skye and Hawkeye both rushed over to hug her and Spencer tried to follow them but his heavily damaged body wouldn't obey his commands. He was forced to lay there with tears flowing down his face as Skye and Barton engulfed Mac in a fierce embrace.

"Spencer said you were dead! I'm so glad he was wrong." Hawkeye told her.

"I was. Kinda. It's hard to explain. But I'm back now and I'm never leaving you again." She stared into Barton's eyes as they lost themselves in each others souls. While Skye just grinned up at them.

Spencer lay back against his pillows and watched, a somewhat bitter sweet smile on his face. In that moment, everything crystallized for him and he knew what he had to do. He frowned. Something was off about Mac, he couldn't quite…

"Mac?" Spencer asked. "What in the world are you wearing?"

Mackenzie turned bright red and pulled the tattered white bath robe tighter around herself. "Never die in an epic explosion that destroys the clothes you're wearing Spencer. Especially if you didn't have time to do the laundry."

Barton looked away uncomfortably then took off his jacket and handed it to her.

* * *

"But Tony baby! You know I'm the only AI for you! Don't do this to me!" Jarvis 2.0 begged.

"How can you get any work done with that thing constantly nagging you?" Loki asked Stark.

"Hence the debug." Stark replied.

He finished a few more algorithms and plugged the data card into Stark Industries mainframe. The new Jarvis screamed in agony and the voice morphed back into that of the older version.

"Jarvis? Is that you buddy?"

"I appear to be back sir. Thank you."

"I hate to admit it but that virus Spencer uploaded was pretty vicious. I wasn't one hundred percent sure I could get rid of it."

"I knew you were trying to get rid of me for some other hussy! So who is it! Where is she, I'll throw down with her right here and now!" The voice of 2.0 shouted.

"Excuse me sir, there appears to be another program in my system."

"Your system? And just who the hell do you think YOU are to come into my home and talk to MY man?"

"I mean no disrespect madam, but you are currently in my mainframe. Any intrusion is yo…"

"INTRUISION! I live here bucko! And no jumped up calculator is going to kick me out!"

The two AI programs continued to argue back and forth until Stark reached out and turned the sound system off. He then buried his face in his hands.

Loki was clutching his sides in laughter, tears running down his face as he tried to control the guffaws.

"You can seriously stop that any time." Stark told him in exasperation.

Loki finally choked down the laughs. "I have to admit that Spencer's penchant for mischief impresses even ME sometimes!" He was quiet and composed for a few seconds then the look on Stark's face set him off again.

"I'm glad everyone's having fun in here. Let's hope it will get the creative juices flowing since we have all creation to save!" Mackenzie said from the door.

"Dr. Arden? You're alive? Spencer told us…" Loki began.

She waved a hand as Spencer followed her into the room. "Yeah, yeah, I've been getting a lot of that lately."

Spencer walked over to the interface for Stark's mainframe, each movement was agony but he just wouldn't be able to be of much help wearing casts on every limb. "Still having trouble Tony?" He asked smugly.

Stark glared at him. "I got the old Jarvis back." He shot back.

"I figured you would. Which is why I set up that little back up surprise for you. You always were ALMOST as smart as you thought you were Tony." He flashed the billionaire a grin. "And I truly, TRULY would love to see you squirm for a while longer…unfortunately we have to save the world so…" Reaching out he typed a long sequence into the interface. "There. All fixed."

Stark turned the sound system back on. "You alone in there buddy?" He asked the AI.

"It appears so sir. Mr. Spencer has successfully evicted our unwanted guest."

"Good, that means we can get to work cracking this Shi'ar gate. We might even get there in time to stop the complete destruction of all reality."

Dr. Banner walked into the room. "Then I guess we better get started."

Loki reached for his sword as Stark dove behind the interface terminal. "Jarvis! Suit me up!"

Mackenzie rushed between Loki, Stark and Banner. "Calm down! He's safe. I went in and removed the brainwashing Nagel did. He's here to help."

Stark peeked over the top of the computer console, when no massive green rage fueled monstrosity greeted him he stood up. Loki simply raised an eyebrow, gave a harumph of contempt, and sheathed his sword.

"Too bad you couldn't be around to stop him from dooming us all in the first place." Loki commented snidely.

"Yeah, it's funny how being dead tends to throw your social schedule out of whack." She replied.

Loki just gave another harumph.

"Enough playful banter." Stark said. "Let's get to work."

As they concentrated on deciphering the collar acquired from Banner, Loki worked his way around behind Spencer, drawing his sword once more he shoved the point up against his back. "I think we need to deal with another potential traitor." Loki told them. Everyone in the room held there breath and Mac walked over to try and diffuse the situation.

Spencer just continued working, unconcerned. "If I was a traitor Loki, the first thing I would have done would be to take out my most dangerous opponent while they were most vulnerable." He looked over his shoulder at Loki. "And Skye is still very much alive. Now remove that sword before I feed it to you."

"I'll hardly take your wor…" Spencer moved so fast Loki's thrust barely touched him before he was easily wresting the blade away from the Asgard. The point of the very sharp sword was now set delicately against Loki's mouth.

"Bon a petit." He told Loki.

"Spencer! Don't do it! We need him!" Mackenzie shouted.

"I know that. I wasn't actually planning on killing him. Not really. Probably." He handed the sword back to Loki with a confident grin. "Besides, he might be right. There's no telling whether or not Nagel managed to plant some suggestion in my mind. It may actually be best for me to do my own research. Independently as it were so that I don't become a threat."

"Spencer if there had been anything like that in your mind I would have seen it! You didn't even have enough mental shields left to block me."

Spencer looked at her with a sad smile. "Exactly Mac. At the end there I was nearly wide open. I will not risk you." He paused and looked away. "Not again." He turned and walked out of the lab.

Mac started to follow him but stopped when Banner gently placed a hand on her shoulder. "Let him go Mackenzie. I know what he's thinking right now and he needs the space. Besides, we have to get this figured out before it is too late."

She continued to stare after Spencer for a few more seconds then sighed and went back to the research.

* * *

Spencer sat in the remains of the Shi'ar warship. Deciphering the language without the aid of his friends or allies hadn't been easy. That little conundrum had wasted four and a half days, days he had needed to fully heal but still it galled. Knowing the spoken language hadn't really helped either but now that he had found what he needed he was ready to get to the real work.

He heard someone coming up behind him and turned to find Natasha Romanoff. "What can I do for you Agent?" He asked before returning to his work.

"I came to check on you. It's been several days and everyone was beginning to wonder what had happened to you."

"Came to spy on me you mean." He told her with a smile.

She started to protest and he waved it away. "That is what you do. You're an expert at manipulating people, especially men, into giving up information they don't really intend to share. I don't begrudge you that talent either since you've used it to save countless lives, and probably the entire planet at least once. That said, in my case, it isn't necessary."

"Because you are completely trustworthy?"

He paused his work screen so he could turn to look at her. "I'm not sure." He said with a frown then gave his head a shake. "No the reason it isn't necessary is because I will share all the information, and breakthroughs I make, as they happen." He tossed her a data pad. "There. It has a direct link to my terminal here. You can read everything I do and see everything I write."

Natasha looked at the pad then turned it sideways, then upside down. "This is gibberish to me."

"What? Oh! Right, it's written in Shi'ar, sorry about that. One second." He punched some buttons on his console and the writing shifted to English. "Better?"

"How do I know this is an accurate translation? You could just be using this to hide the truth from me."

"Take it to Mac. She can translate it better than I can. She did download the entire written and spoken Shi'ar language after all." He went back to work.

After following his progress for a few minutes, or trying to anyway, Romanoff set down the pad. "Isn't it a little dangerous for you to be messing with this equipment if you're not sure you haven't been turned? After all, that hyper space power generator could easily produce enough energy to crack this planet open like an egg."

Spencer pointed towards one corner of the room. There was a big hole in the wall and some massive cables trailing off to frayed ends. "I removed it. It's sitting in one of Tony Stark's labs right now under heavy guard. Mac and Stark will reinstall it when they come after me."

Romanoff stood very still. "What do you mean 'come after you'?"

"It means, I'm going to go on ahead and spring any traps that Nagel is undoubtedly laying for us. I'll act as the point man, a kind of gate breaker if you will."

"That's suicide!" She told him.

He nodded. "Probably. But There are only five of us who could do the job with any possibility of survival. Banner, who is compromised and therefore disqualified, Skye, Mackenzie, Thor, and me. Of the four of us left, I absolutely refuse to risk Skye or Mac, they…mean to much to me. Thor could do it, but I think it's best to leave our biggest gun for the final fight. That leaves me."

"I don't think I can let you do this Mr. Spencer."

He turned to look at her. "What makes you think you could stop me?" He asked her with a lopsided grin. She drew her pistol and leveled it at him.

He just looked amused. "Really? Miss Romanoff you should have prepared better than that!"

She looked at the pistol for a few seconds then let out a sigh before holstering it. "You'll never get to the lab for the generator and back here before I call in reinforcements who can stop you." She told him.

He let out a bark of laughter. "Natasha, may I call you Natasha? Anyway, I don't plan on using the generator for anything. The capacitor for the transport ring is still here, intact. I've been dispensing power from myself into it for the past four days in anticipation of this moment, I just needed to power the gate for a fraction of a second. I'm more than fast enough to get through in that amount of time, and now that I have the right coordinates I believe it's time for me to go."

"What coordinates are those?" She asked him giving him her best hopeless damsel look..

Spencer smiled at her again. "I told you that you didn't have to use those manipulative tactics on me. I need you to go tell Mac and the others where I've gone so they can follow once the path is clear. There is only one place Nagel would have taken the M'kraan Crystal and that is the Shi'ar Home World. He still has to keep up appearances and being there, near the Empress will afford him an extra layer of protection, her guards, in case we try to retake the Crystal. That tablet I gave you contains all the information I've gathered on the Shi'ar capital and contains the exact coordinates for gating there."

Spencer walked over to the cables trailing out of the Shi'ar transport ring and took them in his hands. With a grunt of effort he discharged several gigawatts of power into the device. "There that should do it."

Moving over to the control terminal he punched in the proper coordinates. Then looked up at Romanoff. "You better get going Agent Romanoff, they need to follow pretty closely on my heels if this is going to do any good."

Natasha nodded and turned to go, she paused in the doorway. "Good luck Spencer."

He shook his head. "Thank you but I don't believe in luck. My fate was sealed the moment I made my choice, I just hope that this is worth the cost." He hit the switch and blurred through the opening before she could ask what he meant.

* * *

The Shi'ar transport tech knew she was lucky to be alive, let alone still have her job. They had transferred her out to this base to debrief less than an hour before word arrived of her ship's destruction. The debriefing officer had become somewhat less friendly after that. Fortunately they had discovered rather quickly that she didn't actually know anything. So until they found her a new permanent post she was manning the tertiary, auxiliary, transport terminal for the main defensive starbase orbiting the Home World. It would have been a major coup for her career if not for the unpleasant fact that her current supervisor was even worse than her previous one! She felt kind of guilty for how she thought about her old supervisor, him being dead and all.

At least it was quiet on this particular transport ring. All the traffic went through the primary or secondary rings leaving her to relax, when her supervisor wasn't crawling down her throat.

Suddenly the emergency arrival sirens started to blare. *Oh crap! Not again!*

The inky black collapsed into a portal for a fraction of a second before snapping closed. She almost breathed a sigh of relief at the obvious transport failure before noticing the alien standing in front of her terminal. It bore a resemblance to the two aliens she had seen dragged aboard her last ship as hostages. Though it's chest looked different and it had short white streaked brown hair on top of its head and more lines on its face.

*Please be excusing this entrance person. Showing it the place for going to the ground please be?* It said to her.

*What in the name of the Empress is going on here?* She demanded in a trembling voice.

*Furnish leading for one to ground or hurting still be done.* The creature said menacingly.

At that point a security squad of fifteen marines burst into the room. *In the name of the Empress I demand to know what is going on here!* The sergeant leading the group shouted.

The being stood there for perhaps one moment then blurred into motion. The security team seemed to explode and then the alien was standing in front of her, covered in blood.

*Telling of information to begin now.* It said.

The tech stood there, mouth hanging open, then she let out a giggle and fainted.

* * *

Spencer wiped the blood off with an extra uniform he had found in a storage locker. He hadn't actually killed any of these Shi'ar it was just the third one he took down happened to be a bleeder. Who knew.

The station had more species on board than just Shi'ar so blending in turned out to be an option. Which was good from his point of view. The longer he went without setting off alarms, the closer he would get to the Palace and his real goal.

He carefully adjusted the new outfit he had acquired. The fit was off but at least it helped him blend in. The markings indicated it was for an influential non-Shi'ar civilian, which was exactly what he was trying to portray.

As he walked down the hallways of the space station he noticed some odd looks coming his way. People would give him wide births then point and talk as he walked past. He wasn't sure if that was because of who the uniform declared him to be or due to his strange appearance. Stopping at a diagram of the station he quickly got his bearings and made his way toward the space elevator.

When he arrived at the elevator he found a platoon of heavily armed Shi'ar troops waiting for him along with a group of twelve aliens wearing outfits similar to his. The new aliens were some of the ugliest he had ever seen, they had mottled green and yellow skin, puffy oozing eyes, and tentacles sprouting from every angle on their faces. They were about as far away from looking human as it was possible to get while still being humanoid.

One of the aliens stepped forward. *Remove my uniform now, thief, or I will be forced to break you.*

Spencer raised an eyebrow at the thing before him. *No breaking can you do, ugly.*

The aliens laughed uproariously and the Shi'ar behind them ALL took nervous steps back. This attitude woke a little seed of worry in Spencer.

*My people are feared throughout the galaxy for our combat prowess, thief. The fact that you are ignorant of us is the only possible source of your bravado. I am our ambassador's security chief and can match the strength of ten Shi'ar. You will return my uniform and surrender or I will destroy you!*

Spencer stared at the hideous creature for a moment and finally came to a decision. His fist flashed out and struck the thing with devastating force, sending it flying backwards at over two hundred miles per hour. It bowled over most of its companions before striking the far wall and slumped unconscious to the floor.

The platoon of fifty Shi'ar looked at the crumpled alien in shock for a few stunned seconds then opened fire. Spencer flashed around the room, quickly taking down the entire Shi'ar group. He then turned to sprint toward the elevator doors only to find them already closed. He sighed in exasperation as he examined the vibranium doors and knew there was no way he could get through that.

He turned and found the green and yellow skinned aliens on their knees before him. *Is asking the meaning of display?*

*We revere strength above all. Those who fight our strongest and prevail are to be obeyed without question. You are worthy. Command us Strong One!*

*Is being serious?* He asked them in disbelief.

The aliens simply bowed lower. "My own alien bodyguards. I guess I'm moving up in the world." He muttered to himself. *You be here. More like me in look come. Give aid them. Yes?*

*It shall be as you command Strong One.*

*Go.* He motioned them out and they leapt to their feet, grabbed their fallen comrades and exited the room.

Spencer turned back to examine the elevator controls. There was no way he was getting that door open anytime soon. He needed to get to the surface and this was now a dead end.

Or was it? There was a wide view port giving a panoramic view of the planet below. He could see the Shi'ar capital city lit up on the planet's surface as well as numerous other cities. Spencer grimaced, he could think of one other way to reach the surface, and it would suck…literally.

Walking over to the optical sapphire window he drew back and smashed the pane with one blow of his fist. Sirens blared and safety barricades slammed shut at the rooms exits as a hurricane of air whipped away into space. A cold plasma barrier snapped into existence where the shattered window had been, stopping the rush of air and preventing the room from dropping to death pressure. Spencer backed away from the window and prepared to get a running start. He figured there was about a one in three chance he'd survive this and he needed to cross from vacuum to atmosphere as fast as possible to maximize his chances. Besides, if he hit with enough speed, even if the impact killed him it would generate enough force to do quite a bit of damage and hopefully help clear the path for his friends.

"This is what I get for making that 'skydiving without a parachute' quip isn't it?" He said. He looked up toward the ceiling. "Thanks God. Your sense of humor never ceases to amaze me." Prayer done, Spencer took a deep breath and charged the opening at his top speed of Mach Five.

Passing through the barrier, he was startled to realize the emptiness of space had almost no effect on him, other than to be a bit chilly. _Maybe I'll survive this after all._ Looking down at the planet's surface, far, FAR below he almost let out his breath in a scream. _This was a really stupid idea._


	10. Chapter 10

**Chapter 10**

Mackenzie snarled at the data pad. It was apparent the collar was a dead end, every useful piece of information had been burnt to a crisp by the portal's activation and now all that was left was a piece of worthless junk.

"This is a complete waste of our time! We simply don't have the necessary tech to reconstruct any data that might have been present. And that's assuming the technology even exists!"

Stark rubbed his eyes and nodded. "I think you're right. My system is the best there is and even Jarvis is getting less than fragments. This is a dead end."

Mackenzie looked over at Loki. "What about you. Anything your people can do with this?"

"They are hardly 'my people' anymore. And the answer is no. Our technology is more advanced, but not that much more. Given enough time I might be able to extract something. I doubt we have the years necessary."

"That's it then. We've failed. I've doomed us all." Banner said.

"Don't blame yourself." Mackenzie told him offhandedly. "Nagel's power is beyond anything you can imagine. I'm honestly not sure anyone could have stood up to him indefinitely."

"Spencer gave it a hell of a run." Banner shot back.

"Yeah and it almost turned him into a vegetable…or worse." She turned to face him. "And Spencer had some special advantages that helped. Trust me big guy, you're not to blame."

"Speaking of Spencer, maybe we should go check on him. I mean you four have reached a dead end here maybe he had more success at the ship." Barton commented from the corner of the room.

"If the four of us couldn't figure this out then I seriously doubt that his second rate intellect would have any chance." Stark replied.

Mackenzie rolled her eyes. "You're the one with an intellect that can't keep up with your ego."

"And this is why I was so loathe to seek to aid you mortals. I told my brother we should have dealt with this ourselves, no matter Odin's wishes, and I see I was right. Your petty internal bickering is what brought us to destruction."

As the conversation devolved into a free-for-all blame game, Barton's phone rang. He stepped outside to take the message from Natasha while the eggheads continued to argue. "Barton."

He listened to what she had to say for a few moments, blanched, and ran back inside. "Enough debate. We have a bigger problem. Spencer just went AWOL and it looks like he's headed straight to Nagel."

* * *

"I for one don't believe Spencer turned on us." Skye said to Natasha as they watched Stark and Mackenzie frantically rush to reinstall the hyper space power generator on the downed Shi'ar warship. "And I honestly don't think he will. I saw his emotions before and after we rescued him and he is still loyal."

Natasha shrugged. "I don't think he intends to betray us, whether consciously or subconsciously. What I do think is that his plan will tip off Nagel that we're coming."

"Do you really think he doesn't know?" Loki asked. "Nagel has had millennia to plan. He will be ready for any move we make."

Mackenzie turned to face them. "Which is why Spencer's plan may actually accomplish what he intends. It's reckless and smacks of improvisation and lack of planning. There really isn't any telling what he could do. The perfect piece of grit to toss into that things precisely laid plans." The wires and machinery continued to move and reconnect behind her as she reassembled the pieces with her mind.

"As much as I like a well laid out and executed plan, I have to agree with Dr. Arden on this one." Captain Rogers said. "If Spencer really can distract or destroy enough of the opposition then we will have an excellent chance to sneak in and take Nagel from behind."

"How much longer until we can go after him?" Barton asked as he carefully went over his bow looking for flaws to correct.

Stark was standing back just watching and shaking his head as the hyper space power generator seemed to reattach itself. "At the rate she's going I'd say no more than a few minutes." The pieces of the generator practically flew together.

"So does anyone have any idea where it is exactly we're going?" Skye asked nervously.

"The coordinates Spencer left behind indicate some kind of Space Station in orbit around the Shi'ar Home World." Mackenzie said absently. "I think we'll need to take the space elevator down." She turned back to the machinery as the last piece clicked into place. "Done.

Captain Roger's nodded in satisfaction. "Just in case Spencer didn't make it very far I think we need to send Thor through first. If there is any opposition it will have to be something really special to slow him down. Mac, Sky, and Loki follow him through, if he does meet something that makes him break a sweat the three of you should be all the back up he needs."

"What about me?" Banner asked quietly.

"No offense Dr. Banner but a huge, unstoppable, rage fueled destruction engine might not be the best thing to release on a space station. Stay yourself and you'll go through with Widow, Hawkeye, and me. Once we hit the surface we'll let you cut loose.

"Stark, you bring up the rear."

"Bring up the rear? You don't think I can hang with the big boys and girls? Let me be clear, you boys and girls can't hang with me!"

"Tony, you're bringing up the rear because we need one of our toughest in reserve in case something goes wrong." Mackenzie told Stark.

"I didn't know you studied military tactics Dr. Arden." Rogers said to her.

"I don't, but it was so clear in your mind it practically jumped up and shouted at me."

"So I'm the one who flies out and saves all your butts when you screw up? So same plan we always go with."

* * *

See'rila stood at the transport ring control terminal with a somewhat blank expression on her face. The medical team had determined she was competent to return to duty, despite her protests, and now she was back here. They had furnished her with a med bracelet that would inject a mild sedative should she need to calm down. So far she had been good and not abused it. So far.

She stared at the controls and did her best not to hyper ventilate, something quite difficult for beings descended from birds but she was giving it a go. She touched the bracelet and felt some relief flow through her. She really didn't want to be here. Something bad was going to happen, she could just feel it. The emergency transit warning started screaming and she simply nodded. *There it is.* She said.

She was surprisingly calm as the transit ring spun and the inky blackness collapsed into a portal. The scene on the other side was familiar by now, a devastated Shi'ar warship transport room. She nodded once more. *As it should be.*

A massive being wielding a hammer and wearing some kind of armor was the first through the portal. He turned in all directions looking for threats. And finally turned to face her.

*Welcome to the Home World transport auxiliary, tertiary transport terminal. I am See'rila and you can address any questions you may have toward me.*

The being just cocked his head at her. *Thank you?*

Three more beings jumped through the portal, two of them looked familiar, this did not surprise her. The door to the terminal flew open and a standard squad of fifteen marines burst in. *In the name of the Empress I demand to know what is going on here!* Shouted the sergeant in charge. See'rila simply nodded as the script was followed perfectly.

Before the newly arrived beings could plow through the assembled Shi'ar, a group of Ctul warriors charged through the door and hit the marines from behind. The fight was short and pretty one sided. _Well that was unexpected. _See'rila thought. _Who says improv is dead?_

The Ctul kneeled before the growing group. *The Strong One said you would arrive. We are to help you in your quest, whatever it may be.*

The taller of the familiar looking aliens seemed somewhat taken aback by the reception. "Uh…ok…" *Thank you? I think?*

*This way servants of the Strong One! We will lead you to the elevator down. Our siblings hold it open for you so you may follow the Strong One to the surface.*

As they filed out of the room, See'rila stood there with a smile plastered on her face. *Enjoy your stay on our lovely Home World! Ask for See'rila should you need anything!*

As the door closed behind the Ctul and aliens, See'rila touched her med bracelet again. It beeped indicating that all available sedatives had been used up and it needed to be refilled. _Odd. _She thought. _It was supposed to hold a sufficient dose for several weeks._ She gave a little titter and then passed out.

* * *

_That was a really, REALLY stupid idea. _Spencer thought as he dragged himself out of the impact crater his arrival had created. _Though if it's stupid and it works it ain't stupid._ He told himself. Looking around he estimated that somewhere in the neighborhood of twenty city blocks were gutted when he hit the ground.

"That should cause quite a diversion." He told himself. He looked down and grimaced, his clothes had also been a casualty of his unorthodox travel arrangements. Denim simply wasn't designed to survive the friction of re-entry. He noticed a large structure within the zone of devastation he had wreaked that appeared completely undamaged. _Either the Palace or a major military base. Either way, the perfect place to sow some more Chaos. And if it IS the palace I might be able to take out most of the guards. That would definitely clear the way for Mac and Skye._

_If they're even coming._ That was the one major flaw in his plan. If they didn't believe him. If they thought he really was a traitor then they wouldn't come after him thinking it a trap. And he would have doomed the ones he loved. He shook his head. "They'll come. Mackenzie and Skye won't give up on me."

He thought about their new relationships with Hawkeye and Loki. "Please don't let them give up on me." He whispered.

Sighing he looked back at the large structure in the distance. Taking a deep breath he flashed off to meet the enemy. He made sure he took the long way around, destroying anything that looked valuable along the way, the more confusion and misdirection he could cause the better it would be.

Finally he made his way to what was obviously the palace not some military base. He was pretty sure a military base wouldn't have about a dozen different alien beings all wearing uniforms that said 'Imperial Guard' on them.

A green alien stepped forward. *You have been determined to be an enemy of the Shi'ar empire and are ordered to surrender or be destroyed.*

*Be destroyed will be you if Nagel comes to scheme finish.* Spencer replied.

*I am Mentor, Second in command of the Shi'ar Imperial Guard. Your accusations against the trusted advisor of our Empress constitute an act of treason. Surrender now or be destroyed. Know that your speed will not avail against us.*

Spencer raised an eyebrow. *Citizen not I am. Treason impossible for citizen not. Move, or die.*

*Your resistance has decided your fate. Destroy him.*

The blast of electricity caught Spencer in the chest where it was drained away. *Thanks is for power.* He told the astonished guardsman who had apparently expected a different result. He then unleashed a counter blast directly into the one called Mentor's face. The alien guardsman screamed in agony before exploding into fragments.

"Not exactly what I was expecting but I'll take it." Spencer said. The same guardsman hit him with another blast of electricity, with the same result as the first. Spencer, along with the entirety of the Imperial Guard detachment turned to stare at him. *Special kind of stupid supposing that one is?*

The rest of the guard looked embarrassed. *It's…really all he has to offer.*

Spencer nodded. *Left behind him should have been.* Then he charged. The fight was short and pathetically one sided. None of the guardsmen matched his speed and only one was able to take more than one punch. When it was over Spencer wasn't even winded and the entire detachment was either dead or unconscious.

He paused over the last one he had taken down, the electric spewing guy of course, and sized him up. "Sorry to add insult to injury, but I don't think I want to finish this fight in my birthday suit. I guess today just isn't your day."

* * *

The trip to the space elevator was uneventful, mostly because the way had been cleared by Ctul warriors. The entire station appeared trashed and there was the sound of fighting in the distance.

"Well…I've really got to hand it to Spencer. He created a much better distraction than I thought possible." Stark commented.

There were unconscious or dead Shi'ar soldiers everywhere along with the occasional lone Ctul…usually surrounded by about a dozen Shi'ar.

"I'm not sure this distraction is going to work though. With all the fighting going on up here won't the Shi'ar Military be breathing down our neck in moments?" Hawkeye asked.

The Ctul leader gave a gesture of negation. *The damage we have caused up here is trivial compared to what the Strong One has done on the surface. We just received word of the complete destruction of the Royal District. An amazing feat even for one as powerful as he.*

Mackenzie stopped dead. *What did you say!* The Ctul repeated it and Mac translated for everyone else.

"Yeah, I'm sure that was Spencer." Stark said. "He couldn't do that much damage if he landed on a building from orbit."

They entered the door to the Space Elevator and came to a stop. Two groups of Ctul were facing off against each other, arguing and occasionally exchanging blows.

"What are they arguing about?" Rogers asked Mackenzie.

Thor spoke up before she could reply. "Apparently the leader of 'our' band of aliens is the one Spencer defeated before heading down to the planet's surface. This other alien confronting him is the Ctul Ambassador, their leader here. He says that as the strongest Ctul in the system, only his defeat would allow their people to switch loyalty from the Shi'ar to Spencer. The other is arguing that he has seen Spencer's strength and knows that he would have easily beaten the ambassador."

"Wait. Since when can you understand the Shi'ar language?" Natasha asked suspiciously.

"We have always been able to understand the Shi'ar. Just as we can understand you or the Chitauri or any other spoken language." Loki replied offhandedly. "Just one more example of our superiority." Loki smiled condescendingly.

Skye gave Loki a whack on the arm and a stern look. He bowed his head sheepishly. "Sorry."

"So what do we do now?" Skye asked.

Their Ctul turned to face them. "I am sorry. But I must obey this one." He said in reasonably good English while gesturing to the Ambassador.

"Soooo…all we have to do is beat this guy up and we get your entire group back on our side?" Stark asked incredulously. He then turned to look at Thor. "Care to do the honors big guy?"

Thor stepped forward as the ambassador went into a combat crouch. They sized each other up for a few seconds, then the ambassador attacked. Thor's fist caught him before he could finish swinging.

"Dear God Thor! You didn't need to kill him!" Stark exclaimed.

Ctul were on their knees again, this time before Thor, as the ambassador was groggily regaining consciousness. "We serve the Strongest. You have overpowered the strongest among us therefore you will be out leader until there comes one stronger still."

"Wow! Loki starts a war against us to try and rule a civilization and you get to rule theirs for just one punch." Stark commented. "Someone really should have picked a different planet to invade!"

* * *

The Palace gates had proven difficult to open, how these Shi'ar came up with so much vibranium was beyond him. Fortunately one of the Imperial Guard members had survived and a simple scan of the unconscious beings DNA, or whatever they used for such things, had done the trick. Now Spencer was making his way through the Palace in hopes of finding the M'kraan crystal and stealing it back.

Something was wrong. This was the Royal Palace, the home of the Shi'ar Empress and the seat of power for the entire Shi'ar Empire. So where was everybody? The place should have been crawling with Shi'ar servants, administrators, and guards. He had yet to come across a single living being.

"This is looking more and more like a trap." He told himself as he stepped into a huge room that appeared to be for formal occasions.

"No, the trap was outside." A voice said.

Looking across the massive room Spencer saw a figure emerge from a set of doors on the far side. The being could have passed for human if not for his purple skin and blue hair. He was taller than Spencer, about six foot six, and sported a Mohawk.

"You have proven a strong adversary Elijah Spencer. I was disappointed when Lord Nagel refused to let me join my companions at the gate, many of them would not have died if he had, but now I have permission to face you. I will give you time to make your peace with whatever gods you serve."

"I made my peace with God a long time ago." Spencer replied. "But I'm afraid you have me at a disadvantage. You obviously know my name, but I have no idea who you are."

The alien nodded. "A warrior should know the name of the one who kills him. I am called Gladiator by my fellow guardsmen. As a worthy adversary, you may refer to me as Kallark, Praetor of the Shi'ar Imperial Guard. I will guard the last gate to Lord Nagel from any who would dare enter."

"The last gate huh?" Spencer swallowed. "You're the one who defeated Hulk aren't you."

"Hulk?" Kallark looked confused. "Do you mean the big green one? Yes. He was one of the strongest foes I have ever faced, and one of the few who have ever managed to injure me. Defeating him was quite an honor."

"I bet. He is one tough cookie."

"You have faced him?"

Spencer rubbed his chest where one of his ribs had broken through the skin during his fight with Hulk. "Yeah. It was a real bone breaker you might say."

Kallark rattled off a series of phrases in Shi'ar that didn't make any sense to Spencer until the entrances on both sides of the giant ballroom snapped shut and barred themselves.

"There. Now we will not be interrupted. The doors will open when the security system determines one of us is dead or incapacitated. This way you may continue with your quest in the unlikely event you prevail."

Spencer popped his neck and flexed his shoulders in preparation for the fight. "I appreciate that. It's always nice to meet an opponent with some sense of honor. So…shall we?"

Kallark smiled and took a fighting stance as Spencer flashed toward him.

* * *

A ride on a space elevator built using current human technology, assuming current tech would have been up to the task, would have taken weeks to go from orbit to the surface. The Shi'ar were far more advanced and the trip took only twenty minutes.

Twenty long, insufferable, annoying minutes stuck in an elevator with over two hundred strange aliens and one Tony Stark. It didn't help that the Shi'ar concept of elevator music was apparently designed specifically to grate on the nerves of both humans and Ctul.

Mac looked over to where one Ctul was bobbing his head and doing…something…with his hands that she assumed mimicked one of the instruments used to create the cacophony. "There's always one." She muttered.

"You know this isn't half bad." Stark said. "Kind of reminds me of Death Metal meets classic opera. I think I could find a market for this back on Earth."

Mackenzie placed her head in her hands. "Make that two." She said wearily.

"Stark if you bring this sonic assault back to Earth and try and sell it to ANYONE I swear I will find you and set your eyebrows on fire! From the inside." Skye threatened.

"Now now children. No need to threaten violence. Uncle Banner has a solution…at least for those humans among us who have some sense of taste." Banner pulled out several sets of ear plugs and handed them around.

"Why were you carrying around so many pairs of ear plugs?" Natasha asked him in amusement.

"Music is designed to trigger an emotional response. That's…not always a good thing around me and I never know what will happen that might cause me to lose a pair so…" He shrugged.

"Smart thinking." Hawkeye told him as he put the plugs in his ears.

"What?" Skye asked, already sporting her pair.

The doors opened at last. "Oh thank you God in Heaven!" Mackenzie said fervently and led the rush towards the exit.

They had been expecting heavy resistance on the surface when the doors opened. But instead of the thousands of Shi'ar troops braced and ready for battle, they found only a small company, around one hundred soldiers, facing them. The fight wasn't very long.

"Is this it?" Stark asked in astonishment. "Is this all we have to face?"

One of the Ctul shook his head. "All of the Shi'ar military forces are mustered on the south-eastern side of the destruction zone. The side away from the palace. Apparently the terrorists they believe responsible for this attack concentrated their follow up assaults in that area."

"Terrorists?" Skye asked. "You mean Spencer! He's fighting the entire Shi'ar military!"

"No, the terrorists were never seen, it is just that most of the follow up damage was done in that area."

"A distraction." Captain Rogers mused.

The Ctul nodded. "So it would appear. Your Spencer is not just strong but cunning as well."

"Which way is the Palace?" Mackenzie demanded.

* * *

The entire room shuddered from the incredible force of the impacts. Which was terrifying in itself because beneath the lovely exterior the entire Palace was made of solid Vibranium. Spencer knew from the moment the fight began that he was in trouble.

Kallark was fast, faster than he was in fact. And his strength had to be seen to be believed. The first blow had caught the mighty alien right across the cheek and barley even phased him. Gladiator's follow up had sent Spencer careening into the far wall hard enough to ring the entire vibranium room like a bell. And vibranium was supposed to dampen ALL vibrations.

Gladiator was among the most physically powerful living creatures in the entire universe. Able to military press well over one hundred tons and take damage from beings in the same strength category he was in. His speed in atmosphere was fast enough to leave a heat trail visible from orbit, and he could project energy blasts from his eyes strong enough to gut a Shi'ar Battleship in one hit.

Spencer on the other hand, while still getting stronger by the second, could only press a little over eighty tons. And while his speed was close enough to Kallark's to keep him within shouting range, the electrical blasts he emitted were proving to have almost no effect. And to top it off, Kallark could apparently fly.

Spencer stood on the floor looking up at his hovering opponent. He had managed to bloody Gladiator's lip but that was the extent of it.

"Can you not meet me up here so we can continue our battle Spencer? It would make things more interesting I think."

Spencer snarled. He had learned several martial arts during one of his 'ooh! Shiny!' phases until he noticed a common thread that wound through them all and developed his own trimmed down and more vicious fighting style. Unfortunately, he couldn't go blow for blow with a being as powerful as Kallark and ground combat was pretty much useless against a being that could fly. He was going to lose. And there was no Skye to bring him back this time.

Spencer was stumped, if he couldn't reach Kallark he couldn't hurt him. But Kallark could reach him with energy blasts as several burns gave mute testimony. Galdiator's eyes flickered momentarily before letting loose another powerful energy blast which Spencer barely dodged. The beams continued to hit the spot he had been for a fraction of a second and Spencer realized that while Kallark was firing them he couldn't see anything else.

Kallark laughed. "You disappoint me Spencer! I was expecting more of a challenge! I should just end this, an honorable opponent deserves a quick death. Unfortunately Lord Nagel ordered me to toy with you and I must obey his commands. I am sorry." He sounded genuinely distressed.

As Kallark's eyes flashed in preparation for another blast Spencer leapt. The force that could be put into a jump by a being weighing just over two hundred pounds and capable of lifting over eighty tons was immense. The top of Spencer's head impacted Gladiator's face with devastating effect, smashing his cheek and breaking his nose. The mighty alien crashed to the floor writhing from the intense pain in his face and Spencer was on top of him.

Grabbing Gladiator by his right ankle, Spencer swung him head first into the vibranium wall. Once again the entire room rang like a bell. Not satisfied, Spencer reversed course and slammed his opponent's head into the floor. Once again he reversed course determined to finish the fight as quickly as possible. Unfortunately, the blows to the head had distracted Kallark from the pain of his broken nose enough for him to regain his fighting composure.

Before Spencer could slam him a third time his left foot flashed out and connected with the side of Spencer's head. The kick sent Spencer crashing into the far wall with Gladiator right on his heels. The powerful alien delivered a devastating blow to Spencer's rib cage, breaking several of his ribs and knocking the breath out of him. He then grabbed both of Spencer's feet and spun him in a circle before flinging him into the ceiling fifty yards above.

Spencer hit the roof and bounced back toward the floor. Kallark had flown up to meet his descending opponent and drove his doubled fists into Spencer's spine. The blow drove Spencer back to the ground hard enough to bend the vibranium floor.

Kallark landed a few feet from the stunned Spencer and walked negligently toward him. He was limping from a wrenched knee received while being slammed into the wall by his leg and bleeding profusely from his nose but otherwise undamaged. Reaching Spencer, Gladiator flipped him over with his good foot and stared down at his apparently beaten foe.

"You fought bravely and with skill. But I think I must end you now." He reached down with his right arm and grabbed Spencer by the throat.

With stunning speed from someone as horribly wounded as he was, Spencer jackknifed his legs up around Kallark's arm applying a full arm bar. With a bellow of effort, Spencer snapped Gladiator's elbow. The alien let out a shriek of agony and flung Spencer into the far wall.

Spencer tried to get to his feet to follow up on his last attack but he was too hurt. He couldn't breathe and even though he had learned his body shut down instead of dying in the absence of oxygen, he still needed it to fight. He collapsed face first on the floor trying desperately to get enough air to continue the battle but his lungs were filling with too much blood.

With a snarl of rage, Kallark launched himself into the air and propelled himself feet first into Spencer's lower back with as much force as he could muster. The vertebrae in Spencer's back sounded like explosives as they shattered under the power of the blow. Spencer could barely gasp, let alone scream, as the incredible agony ran through his upper body. Below the waist he felt nothing.

Once again Gladiator flipped Spencer over onto his back. "Now let's finish this shall we. Without another last minute interruption."

Reaching down with his uninjured left hand, Kallark picked Spencer up by the throat once more. "You have been one of the most skilled opponents I have ever faced. I wish I did not have to destroy you now, but my oath is absolute and I must obey. May whatever gods you serve receive you as the valiant warrior you are."

Up until this point Gladiator had not delivered a full power blast from his eyes for fear his opponent would dodge and much of the energy would be wasted. But Spencer was done. There was no way he could dodge and, judging from the damage he had already received from those devastating blasts, a full power discharge would surely destroy him, leaving very little in the way of remains. Holding his opponent at arms length, Gladiator gathered every shred of power he had in him and directed it toward his battered foe.

As Kallark's eyes flickered, Spencer's hands shot up and slammed across Gladiator's face. The powerful blast roared out but the vast majority was reflected right back at its source.

It wasn't enough.


	11. Chapter 11

**Chapter 11**

"How many of your people are on the surface?" Mackenzie asked the Ctul ambassador.

"No more than a thousand. We are not a numerous race. Many of our young die in their battles for status."

"It will have to be enough. Gather as many as you can and go create some chaos. Keep the Shi'ar military off our back."

The Ctul ambassador looked at Thor who nodded. He bowed to Mackenzie. "It will be done." With that he and his brethren rushed off toward the South-East.

"Are you sure that was wise?" Stark asked. "They might have come in handy breaking into the Palace."

"Maybe. But I get the feeling Spencer has already taken care of that problem for us."

"You think Spencer's ok?" Skye asked.

"I hope so Skye."

The group hurried off toward the Shi'ar palace. The entire area was devastated with gutted buildings and dead Shi'ar everywhere. Shi'ar emergency sirens screamed in the distance and the sound of combat could be heard from the South-East.

"It's kind of hard to believe Spencer is responsible for all this devastation." Hawkeye commented. "I didn't think he would be willing to do such things."

"If he wasn't willing, there is a good chance we'd fail. And then all of existence would end up looking a lot worse than this." Mackenzie replied.

The entire group paused as they neared the Palace. The giant structure was vibrating violently. "What the hell?" Stark asked.

"Tony, scout on ahead. See what we're facing." Captain Rogers said. Stark blasted off into the distance. Before he got to the palace there was a massive flash of light and a huge shockwave of energy radiated from the building knocking Tony out of the air. He recovered before he hit the ground and came to a somewhat shaky landing among the group.

"I repeat. What the hell?"

"Spencer." Mac whispered and started running.

"You think Spencer caused that?" Hawkeye demanded incredulously.

"It was either him or whoever he's fighting! We need to get there now!" Mac reached out with her mind, picked the entire team up, and flew toward the palace.

* * *

There were a dozen unconscious or dead imperial guardsmen scattered around the Palace gates. Most had been pummeled pretty badly and one poor guy had been stripped down to the Shi'ar version of boxer shorts.

"I'd say this gate is pretty thoroughly opened." Stark said. "Let's get in there and finish this."

"No." Mac said. "Not all of us are going."

"Mac, we need everyone we've got if we are going to stand a chance!" Hawkeye told her.

"Clint you have no idea how dangerous the thing we're going to face is. It mopped the floor with Spencer, Skye, and me at the same time. We cannot afford to have anyone go into this who can't hope to injure this thing and withstand one of its counter attacks. Otherwise it will just use the other members of the team as weapons."

"So what's the plan then? You and Skye waltz back in there and face off against this Nagel alone like you did last time? I will not lose you again!"

She reached out and touched his face. "It's ok. We won't be alone. Skye and I will go in with Thor and Loki. We'll find Spencer and then all of us will go confront Nagel together. I'd take Hulk but I'm not sure if I got all the back doors into his mind. I need you, Stark and everyone else to guard our backs! We can't afford to have the entire Shi'ar military come at us from behind. I'm counting on you!"

Barton stood looking into her eyes for a moment. Indecision written plainly across his face. Finally he pulled her to him and kissed her deeply for several seconds. When he broke the embrace he was trembling slightly. "You better come back to me." He whispered to her.

"I will. Nothing could stop me."

Mac reluctantly pulled away and started into the Palace. "Skye, Thor, Loki, let's go. We've got some wings to clip."

* * *

The Palace was deserted. They had expected to find signs of fighting all throughout the massive structure but there was nothing but empty halls. Well empty halls and stifling heat. The walls literally glowed red hot from whatever had caused the giant release of energy earlier. Thor led the way while Sky and Mac drained as much heat out of the atmosphere and walls as they could, storing the power for the upcoming confrontation.

"Do you think Spencer's already reached Nagel? It would make it so much easier if he got there, kicked that things tail up between its shoulder, and was on his way back with the M'kraan crystal." Skye said nervously.

"He would already be here if that were the case my love." Loki told her. "Most likely he is either still searching or has been captured once more and awaits rescue. Though I must admit he has done a marvelous job of clearing the Palace of any resistance."

"Spencer didn't do this." Mackenzie said absently. She was only paying partial attention to the conversation. Most of her attention was spread out through the Palace looking for signs of Spencer or Nagel.

"If it wasn't Spencer then who was it?"

"I don't know. I get the sense that the place was already evacuated."

"If it was already evacuated then maybe we're in the wrong place. Nagel might have taken the crystal someplace else."

Mackenzie stopped and closed her eyes. "No. The crystal is here. I can't sense Nagel but that doesn't mean anything." She opened her eyes. "He's already proven he has the ability to mask his presence from others." She started walking again. "He can shield himself from me but not the crystal, I could sense it anywhere, even if it was on the other side of the universe."

Mac looked over at Skye. "You can sense it too can't you Skye." Skye glanced at Mac and nodded.

Thor stopped as he came to a door twisted by what appeared to be a massive explosion. It looked like it was in the process of opening when it became lodged in the frame. It was still glowing a bight orange from the amount of heat that had poured through it.

He examined the piece of wreckage. "This is vibranium. What could have caused this kind of damage?"

Mac came up beside him. "I don't know, but we have to get through here." closing her eyes she reached out and ripped the door from the frame. A blast of heat hotter than a star roared out of the inferno inside the room.

* * *

Skye peaked around Loki. Mackenzie had just barely managed to shield them all from the incredible rush of energy that the room had contained. "Wha…what was that?"

Mackenzie stood behind a surprised and slightly singed Thor, hands outstretched holding up a powerful shield to repel the inferno inside the room she had just opened. "I have no idea! You might want to get up here and put that out though! We need to get through this room. I can feel the M'kraan Crystal calling to me on the other side."

Skye gulped. "Are you sure it's safe?"

"Skye you toss around stuff that makes this look like a kids birthday candle! Get up here and put this out!"

Skye looked sheepish. "Right. Sorry."

"You'll be fine my love." Loki told her. She gave him a big smile and nodded.

"What is burning in there anyway? I know of few things that could create such heat when aflame." Thor said.

"I think it's a who not a what. Someone caused this. Someone with the power to create heat rivaling Skye's."

"Nagel?" Loki asked.

Skye, who had been on the verge of touching Mac's protective shield gave an 'eep!' of surprise and jerked her hand back before running to hide behind Loki again.

"I don't think it was Nagel. This is the handiwork of a new actor." Mac replied.

"Someone who can cause this level of devastation will be a most dangerous foe." Thor said quietly. He almost sounded eager to face off against this new opponent. "Let's get in there!" He said excitedly.

"Skye, open us a path." Mackenzie told her.

Taking a deep breath, Skye once again reached her hand out to the barrier. When she touched it the flames roared up and flowed up her arm were she absorbed it into herself. "That's odd." She said.

"What?" Loki asked her.

"These fires were already dying. Whatever powered them ceased several minutes ago. I think we've just hit the aftermath of an attack."

They stepped into a huge room, the walls and ceilings had been warped by the intensity of the heat. Any decoration or furniture had been consumed leaving nothing behind, not even ash. Air rushed back in to fill the vacuum caused by the inferno. The room was nearly pitch dark, any lighting that had once been present had been destroyed.

"Give us some light would you Skye?" Mackenzie asked.

Skye nodded and closed her eyes. After a few seconds she began to glow, soon the entire room was illuminated with a soft, golden light.

"Thank you."

"I think I see a survivor of the inferno." Loki commented pointing a finger at a figure lying near one wall.

"Is it Spencer?" Skye asked in concern as they rushed over to examine the unconscious person.

They came to a stop next to the being. He had horrible burns covering his face and eyes going down to the skull in some places. Whatever his uniform was made of had partially survived the maelstrom but the damage to his head would take healing technology beyond anything available on Earth to repair. One thing was sure, it certainly wasn't Spencer.

Loki knelt next to the severely wounded figure frowning. "Thor…I THINK this may be Kallark, head of the Shi'ar Imperial guard."

"What?!" Thor also knelt and examined the fallen warrior. "How is this possible? I know of only a very small handful of beings in the entire universe who could stand a chance against him in combat!"

Loki nodded stunned. "And as much as it would once have pained me to admit it, you are the only one amongst our current group who falls among their number."

"Could…could Spencer have defeated him?" Skye asked.

Thor looked at Loki and they shared some silent communication. "No. He may have fought bravely but…I can't think of any way he could have gained enough strength to stand a chance against someone like Kallark."

"Then where is he?" Skye demanded. "We know he came in the Palace, and he almost certainly met this Kallark guy. So if HE didn't beat this guy who did?"

Mackenzie wasn't paying attention, she was staring in horror at the far wall. "Skye."

"What?"

Mackenzie raised a trembling finger to point at the far wall. Embedded in the vibranium was Spencer's armband. The metal walls had partially melted around the artifact trapping it about chest height in the surface.

"No…" Skye whispered. She rushed over to the object, Mackenzie right on her heels. "He may have just left it here when he was done! He…" She grabbed the armband and fragments of bone that had been protected inside the artifacts curve, all that was left of Spencer, fell to the floor.

* * *

Skye clung to Loki as they continued down the halls of the Shi'ar Palace. Tears ran down her face and she clutched Spencer's armband. Loki did his best to comfort his grieving love but it wasn't having much effect. He looked over at Mackenzie and all he saw was a mask. She hadn't said a word since they found the armband, hadn't cried, nothing. He could almost feel the cold rage emanating from her.

"Dr. Arden, you must calm down!" Loki told her. "He would want you focused on the future so we can succeed. If you don't Spencer died for nothing!"

Mackenzie froze. Slowly she turned to face Loki and he felt his body start to strain as her gaze brought her power to bear upon him. "Your meddling is what brought him to this end in the first place you vicious snake! Your arrogance sent him off to be captured by Nagel. You are directly responsible for having his mind broken! He wouldn't have run off on his own if it weren't for you!" She was screaming at him now and squeezing him telekinetically.

Loki was on his knees gasping in agony as he felt every bone and joint splintering under Mackenzie's enraged assault. He couldn't see or hear anything beyond the sound of his heart racing as the agony continued to build. Then suddenly it stopped and he collapsed face first on the floor.

Skye was grabbing Mac's arm sobbing. "Please stop Mac! Don't kill him! I need him. WE need him."

Mackenzie stared at Skye. "I'm…I'm sorry Skye its just…He might as well have killed Spencer himself!"

"I know that but I can't do this without him! Please Mac."

With an inarticulate cry of rage, Mackenzie shoved Loki away then turned and stalked past Thor toward their destination. Skye knelt beside Loki and began to heal the damage.

"Will you be alright Dr. Arden?" Thor asked as she stalked past.

She paused, fists clenched at her side. "I don't have much choice do I. We have to get the Crystal back or everyone and everything is dead!" She turned to glare at Thor. "Just keep your brother out of my sight. Next time, Skye or no Skye, I will tear his heart out." She turned and walked off.

* * *

The door to the throne room was well over three hundred yards tall. Made of solid vibranium over three feet thick, those doors were the last defense for the Emperor or Empress of the Shi'ar and thought to be the next best thing to impenetrable.

"So…any ideas on how to get these open?" Skye asked.

Mackenzie examined the doors closely then shrugged. "I honestly don't know. I wasn't really expecting something like THIS to be blocking the way. I'm not even sure you could burn through it Skye."

"I would really hope we haven't come all this way for nothing." Loki said somewhat warily. He didn't want a repeat of Mackenzie's earlier attack.

Mac just glared at him before turning to examine the door once more. "Nothing for it but to try and open it. Thor, see if you can budge these."

Thor nodded and approached the massive gates. Stretching, he reached out and grabbed the doors, set his feet, and gave a massive heave of his shoulders. He nearly went over backwards as the gates swung silently open with no effort.

"Well that was certainly unexpected." Mackenzie commented.

The four of them entered the throne room and just stopped in amazement. Even Loki and Thor were shocked at the sheer scale. Well lit with hovering lights the far end was just under a mile from their current position. The ceiling stretched in a giant dome made possible by the incredible durability of vibranium. The throne, which seemed tiny from where they were standing was mounted on a dais over a hundred yards tall with hundred of steps leading to its foot. There were dozens of platforms on those steps large enough to accommodate hundreds of people with those closer to the throne placed based upon their social prominence in the Empire. Battle trophies from literally millions of conquered cultures and worlds lined the throne rooms walls in honor of past victories. On the far wall statues of the Empire's greatest rulers loomed over all those present like enormous reminders of past glory.

A glowing red gem, no larger than a child's fist floated above the distant throne. It was visible, even where they stood, because of the warm light it produced, shining brighter than all other sources of illumination. It seemed like there was a pull towards the crystal. Subtle but definitely there.

A figure stood up from its seat on the throne and stretched out a pair of beautiful wings before leaping into the air and soaring toward them. It covered the distance in seconds and came to a delicate landing twenty feet from the group.

"Ah! I had wondered if there would be an audience for my ultimate triumph over the One Above All!" Nagel exulted. "I am so glad you made it past Kallark. His nobility was beginning to grate." His smile was like the rising sun though it chilled to the core of their being.

Mackenzie strode forward. "This ends now Nagel! We will stop you and reverse whatever you have done to the M'kraan Crystal!"

"What I have done?" Nagel asked in amusement. "I have done nothing except prepare the gem to open. It is what is inside that will destroy all that has or ever will exist. Such an elegant solution don't you thing? Using the One's own creation to undo existence. Delicious is it not? As for stopping me, I and the green one will defeat you with ease and then nothing will be left to save this filthy creation from its rightful cleansing!"

Nagel's face contorted into something hideous as he proclaimed his ultimate victory. "Now, where is he? Where is the green one who will aid me in destroying you?"

Mackenzie just stared at Nagel for a moment then broke out laughing. "You really screwed up this time didn't you? We left him behind because we knew he was contaminated. The four of us are all that are coming and we'll be more than enough to end you!"

For the first time in millennia Nagel knew doubt. He took a step back glancing from face to face of those arranged against him. All he saw was determination. Then his gaze fell upon Loki and paused there. "You think you've beaten me! I have existed for longer than your pathetic species was even a glimmer in the mind of the One Above All! I survived the death of one universe and the birth of another! You are LESS than insects before the power and magnificence I wield!"

He pointed in defiance at Mackenzie. "And I can find allies even among the four of you!"

The lance of psychic power was totally unexpected and Mac barely had time to throw up a shield against it. Too late she realized that the attack wasn't directed at her. With a cry of despair Loki slumped to his knees clutching his head in agony.

"All evil, everywhere serves me and those like me. And you brought that evil here to my aid." Nagel gloated.

With a cry of rage Thor charged the vile creature before him and swung a powerful overhand blow of Mjolnir directly at Nagel's head. Nagel's wings came up in defense and easily took the hit. Thor stood in shock as Nagel simply pushed the hammer back with his wings. "Did you really think I would fall so easily to the likes of you?" His wings flashed out and struck Thor full in the chest sending the mighty Asgard flying into the wall.

While Thor attacked Nagel physically, Mackenzie struck a powerful psychic blast at the vile creature's mind. The Cursed One repelled this attack as easily as he had Thor's hammer. _Do you really think you have enough power to overcome me? You are all weak worms next to me!_ Mackenzie screamed in agony and fell to her knees from the force of Nagel's counter-attack.

Skye was oblivious to the battle raging between Mac, Thor and their enemy. She was too busy trying to help her love as he writhed and screamed from the assault on his mind. "Loki! It's ok! I'm here just stay calm!"

Skye continued to cradle the thrashing Asgard as Mac and Thor battled behind her. "What did he do to you my love?"

Loki shuddered one last time and was still, his eyes stared vacantly out into space and foam flecks dried on his lips. "Loki? Loki! Please no! Don't die. You can't die!"

Thor flew threw the air over Skye's head and left a dent in the thick vibranium doors. With a yell of rage he leapt back at Nagel, hurdling the sobbing form of Skye cradling Loki. She never even noticed.

Loki gasped and coughed then his eyes focused on Skye. "Oh!Oh thank God! I…I though I had lost you!" Skye hugged the Asgard to her and tears flowed down her face.

"Skye?" Loki looked at her in confusion.

"What is it my love?"

"Skye I'm sorry."

A look of confusion came across her face. Before she could ask what he meant his sword blade rammed through her body and out her back.

* * *

Mjolnir flashed down in blow after devastating blow. Lightning flickered and crashed but each hit was met with the seemingly indestructible wings of Nagel and every blast of electricity was absorbed by the creatures feathery defense.

Mackenzie meanwhile continued her mental battle. Whatever angle of attack she attempted was either blocked or deflected. She refused to read his mind again, not after the cesspit she had discovered during their first meeting. Preying on his fears was useless, Nagel was a creature who FED off fear, even his own. Switching tactics, Mac gave Nagel a powerful telekinetic shove.

Instead of flying through the air Nagel redirected the attack back at Mac, something she didn't even know was possible. The shove caught her in the chest and she was hurled toward the far wall. Reacting on instinct, Mac reached out with her mind and cushioned her flight so instead of being crushed she was merely stunned by the impact with the nearly unbreakable surface.

Staggering to her feet, Mackenzie raced back to the fight. With a grunt of effort she reached out and pulled at Nagel's wings telekinetically just as Thor brought his hammer down once more. The move surprised Nagel who had expected Mackenzie to be killed by the impact, he tried to dodge the hammer but received a glancing blow to his left forearm which shattered under the power of Mjolnir.

With a cry of rage Nagel shoved Thor away with a sweep of his wings then sent a blast of telekinetic force Mac's way. Mac deflected the push and swept Nagel's feet out from under him with a swift counter attack. She could feel the shock in the evil thing's mind at her application of his own techniques against him.

"Don't show your secrets if you don't want someone to learn them." She muttered. With a roar of rage, Nagel pinned Thor against the wall with his mind and rose to his feet.

Mackenzie never knew what caused her to roll forward when she did. She sensed no aggression. Felt no spike of determination. There was nothing outward to warn her. She just dove forward and Loki's sword sparked across the floor where she had just been.

Leaping to her feet, Mackenzie turned to face this new threat. Loki stood ready, his face was blank but tears streamed down his face. She saw blood on his sword and her heart skipped a beat. "What did you do?"

"I…I didn't have a choice! This is my nature and he just stripped away the armor keeping it in." With that he leapt at her, sword weaving in a complicated attack pattern.

Mackenzie dodged and rolled avoiding the razor's edge by eyelash widths at times. Behind her Thor was losing his fight against Nagel. Without the distraction of her mental and telekinetic attacks Nagel began to press the Asgardian back, delivering devastating blows with his wings as the feathers cut Thor's armor and flesh like daggers.

Mac sent a brutal psychic attack directly into Loki's mind but something Nagel had done rendered him immune. She dodged another swipe of his blade before bludgeoning him with a telekinetic assault. The blow shoved him violently into the nearest wall where he flipped to push off it with his feet, shoving himself back in her direction.

Atounded by Loki's acrobatics, Mackenzie found herself off balance both physically and mentally. She tried to gather herself for another attack but their wasn't time and she knew she couldn't dodge. She threw her hands up to ward off the attack, knowing that she had failed in her quest when Thor came flying through the air and bowled his brother over. It would have been a more dramatic rescue if Thor had been in control of his flight. Nagel's last attack had shoved the Asgardian prince into Loki by accident. With the horribly wounded Thor now distracted by a battle with his foster brother, Nagel turned his eyes towards Mackenzie once again.

Nagel sent a psychic shock into Mac's mind followed by a telekinetic shove. Mackenzie blocked the mental assault and barely deflected the telekinetic blow. Unfortunately both attacks were just distractions as Nagel closed the distance between them. Striking her with his wings, Nagel knocked Mac to the ground. Only a last instant telekinetic shield prevented Nagel from crushing her skull with the powerful blow. Instead she was knocked unconscious by the strike. Nagel stood over Mackenzie, wings drawn back to deliver the death blow.

* * *

Thor was in serious trouble and he knew it. For the first time he faced off against Loki and knew he couldn't beat him. Loki's sword was everywhere blocking every thrust and swing of Mjolnir and the wounds he had received at the hands of Nagel slowed his movement to a crawl. The blade kept sweeping closer and closer and his hammer couldn't keep up. Loki delivered one last overhand blow towards Thor's head and as the heir of Asgard brought Mjolnir up to deflect it, Loki struck out with his foot. Thor went down flat on his back and Loki's sword swung around cutting into his leg and crippling him. Loki then brought the weapon up to press against Thor's neck.

"Why brother? You betray your kin, your friends, and the woman you love. What made you choose a path of such treachery?"

The tears continued to stream down Loki's face. "Nagel broke my bond with the only person I ever truly cared for. He made me kill her and now your oblivion will sate the hurt and fury in my soul. You stole our father's favor and now I will steal your life!" With those words Loki began to thrust his weapon into Thor's throat.

A blast of fire swept through the air and physically blew Loki into Nagel before either one could deliver their death blows. A bloody and enraged Skye staggered forward engulfed in liquid flame, the very essence of righteous fury. The eruption of pure energy split in two and pinned both Loki and Nagel to the wall. She went after Loki first.

Tears of fire dripped from her eyes as she confronted the man she had loved. As a descendant of Jotunheim, Loki had an incredible resistance to fire. His very nature was ice, that nature was the only thing that prevented him from being consumed by Skye's fury. Even so his skin was beginning to char in the incredible heat. "Why? I loved you! I shared the very essence of my being with you and you tried to kill me!"

Loki looked into Skye's eyes. "It was the bond we shared that made me love you. Nagel freed me from your trap so I could pursue what my heart has always desired. Vengeance on Thor for receiving the love our father should have given me!"

Skye looked stricken by Loki's confession. Her lip trembled and she took a staggering step back. Then with a cry of despair she focused all her power on erasing the fallen prince of the Asgard. She should have concentrated on Nagel.

* * *

As Skye gathered her power to consume Loki, Nagel broke free from her fiery grasp. A blow from one wing sent her broken form crashing to the floor. Her healing power kicked in but it was something that took time. Nagel stood over her, wings spread wide as he prepared to end her life. "Loki, you have served me well. Go. Take your reward and end Thor. I will deal with this wretched thing."

Nagel stepped forward placing his boot on Skye's throat. "You are powerful, but stupid. Love is the greatest lie in all existence. You should have used your hatred to defeat me rather than waste it on petty vengeance. Now, you will die with all you care for."

Nagel began to slowly build up the pressure on Skye's neck. Her vision narrowed to a black tunnel. All attempts to summon her fire and direct it at Nagel were smothered by the vile creatures mind. As her vision began to fail she saw Loki ram his sword through Nagel's back and out his chest. The pressure on her throat vanished as Nagel staggered forward, clutching at the blade penetrating his body.

Nagel spun around and swept Loki into the nearest wall with his wings. You could hear the bones crunch as the Asgardian hit and slumped to the floor barely alive.

Meanwhile Nagel tried to reach behind him to remove the sword shoved into his back but couldn't manage to reach it. Skye's vision returned as the air and blood resumed circulating. Gasping in several deep breaths, she gathered herself then blasted the stricken creature. Nagel was propelled three hundred yards across the vast room and his smoking body skidded to a stop broken and still.

Skye crawled over to Loki and laid his head in her lap. "Why did you come back to save me?" She asked him.

"I…" He broke into a coughing fit and spat up some blood. "I…realized…even…with…our…bond…gone…" He coughed hard and long again before taking a deep breath. "Even…with…our…bond…gone…" He looked her in the eyes. "I…still…loved…you." Skye began to cry as she rocked her love. Her body began to glow as she healed their wounds.

* * *

Mackenzie was just regaining consciousness. She rose groggily to one elbow and observed the tender moment between Skye and Loki. Because of this she saw the horrendously injured Nagel come to a landing behind Skye and bring his wings down to crush the life from her.

Thor's hammer caught Nagel in the legs, just below the protective wings and shattered both appendages. With a insane cry of rage, Skye pulsed out a gout of raw power hot enough to consume a planet. Mackenzie contained the incredible force of Skye's rage and directed every bit into Nagel. Even the Cursed One's wings couldn't withstand the force of Skye and Mac's combined power and as he began to burn, Mackenzie ripped his form into sub-atomic particles. The four brutally wounded comrades lay panting on the throne room floor victorious at last.

"Did we win?" Skye asked exhausted.

"Looks like." Mackenzie replied.

"Oh. Good. I'd like to take a nap now."

There was a roar from the far end of the throne room as the M'kraan Crystal opened. A vortex of unimaginable power began to suck everything around it towards a gravitational hole in all existence.

"Ah man! Do we have to deal with this now?" Skye asked.

"We were too late." Loki said. "Nagel won after all."

"Is there nothing we can do?" Thor asked from where he lay trying to staunch the flow of blood from his wounded leg.

Mackenzie gave a sigh. "Looks like it's up to us Skye."

The two friends staggered to their feet and made their way toward the vortex. As they approached, they noticed it's size was growing at an alarming rate and Mac was forced to use her power to keep from being drawn into the tear in reality. They made their way to where the crystal floated above the throne, the vortex hovering right above it.

"So…what do we do now?" Skye asked.

Mac stared at the crystal, her heart beating in time with it's pulsing rhythm. Slowly she stretched her hand toward the gem. "We do what we were born for Skye. On three." Skye took a deep breath then nodded. "One, two, three!" The two friends touched the jewel at the same time. Words and visions sprang into their minds. Knowledge of cultures long gone and species not yet born flowed through them. The M'kraan Crystal answered the call of the children of its master and with one last flash and a roar of wind, the vortex vanished. It was like the entire universe moved. Everything rippled, and wavered like water disturbed by a thrown stone. And suddenly it was still…except that things were not the same.

Those they had left outside were now in the throne room with them. The imperial guard were scattered around, lying injured or dead. And a Shi'ar male lay dead at Mac and Skye's feet. Loki and Thor, who they had left injured at the throne's doors, came up, free of all wounds, to stand next to them. "And thus dies the tyrant Dken. Emperor of the Shi'ar and madman. Victory is now ours." Thor said.

Mackenzie and Skye looked at each other in utter confusion.

"What the hell is going on?" Skye asked.


	12. Epilogue

**Epilogue**

"What did you find?" Skye asked as Mackenzie sat down across from her. They were back at the Phoenix site sitting in one of the rooms set aside for eating.

Mackenzie just shook her head. "It's identical in every way right up to the moment we came down that Space Elevator…except that it was some kind of malfunction on the Shi'ar ship that killed me. Even Clint is identical in every way. I went into his mind and the differences were so minute that they could have resulted from a bad nights sleep!

"What about you Skye?"

Skye shrugged. "Same thing. Everything I checked out is identical, even my connection to Loki. It's like WE'RE the ones who are different, out of place." She said as she fidgeted with Spencer's armband. She hadn't let it out of her sight since they found it.

"Maybe we are." Mackenzie mused. "It's possible that the Crystal shunted us into another reality when we closed the vortex."

"So how do we get back?" Skye asked.

Before Mackenzie could respond Hawkeye came into the room and walked over to join them. He gave Mac a kiss and then pulled up a spare chair. "Hey Skye when did you get the armband?"

Skye was quiet for a moment. "I found it in the Shi'ar palace…where Spencer died."

Hawkeye looked confused. "Who?"

Mackenzie punched him in the arm. "That's not funny! Spencer was one of our best friends! And I thought you liked him too!"

Hawkeye looked back and forth between the two of them. "What the hell are you talking about? I've never even HEARD of this Spencer guy!"

Mackenzie stared at him in shock. "You aren't joking are you? You really don't know who we're talking about."

"Mac? What…what does that mean?" Skye asked.

"I don't know." She was lost in thought for a few moments before shaking her head and looking at Skye. "But I think I know how to get answers to all our questions. Come on."

* * *

Barton followed Skye and Mackenzie into the Chapel. "So you think you and Skye are from some alternate universe and when you defeated your bad guy and closed the rift the crystal created and it…teleported you into this one? In that case, what happened to OUR Mac and Skye?"

"We don't know." Mackenzie replied. "The differences are nearly negligible. Except no Nagel."

"And no Spencer." Skye said quietly.

"Yeah. No Spencer."

"So why are we here?" Barton asked as they walked up to the podium holding the M'Kraan Crystal.

Mackenzie set her jaw. "To get some answers." Closing her eyes she reached out with her mind to the Crystal, searching for a way in. All she saw were facets of reality reflecting different possibilities. There didn't appear to be any way in.

_Phoenix! I know you can hear me! Tell me what is going on!_

There was no response. "Fine."

She opened her eyes and turned to look at Skye. "She's not answering."

"Then what do we do?"

Mackenzie was silent for several seconds then she inhaled deeply. "We go in after her."

"Go in after her? Are you insane! You know how powerful she is! The things she can do! Besides, how are we supposed to get in there if she doesn't want us to?"

"You provide the power, and I'll force my way in." She looked at the Crystal and grimaced. "If I can."

Skye looked scared but nodded. "Ok. Let's…let's do it." She stammered.

* * *

Mackenzie opened her eyes. She was laying flat on her back in the White Hot Room once more. Unlike her other visits she felt exhausted this time, probably because she had forced her way in.

"**You have come uninvited into my realm. You risk much child.**"

"You won't hurt me. You wouldn't destroy your own daughter."

The Phoenix seemed more than a little angry by her presumption. "**You assume too much. Should you come here seeking more than answers…**" Mac gasped as pain beyond comprehension flickered through her awareness and was gone, leaving only a memory of it's passage. "**Then I will not hesitate to cast you to Oblivion. You Children are part of me, mind and spirit, still you shall NOT stand in the way of my purpose. Do you understand.**" It was not a question.

Mac could only nod in terror as once again the Phoenix demonstrated she was powerful, and mysterious, beyond comprehension. Once she acknowledged the demand the sense of rage diminished. Shakily Mackenzie got to her feet. "I have no desire to stand in the way of your purpose. The only thing I want is some answers."

A feeling of amusement mixed with pride flowed from the Phoenix. **"It is good that you have a heart full of courage Child. Few would dare question me after the display of power I showed you. This pleases me, your courage and conviction. Ask your questions. They will be answered.**"

Mackenzie took a deep breath and wiped sweat from her brow. Confronting the Phoenix like that had been one of the hardest things she had ever done. "How do we get back to our universe?"

"**There is no universe to go back to.**" Phoenix told her.

Mackenzie paled. "You mean we failed? Didn't we destroy Nagel? I thought we closed the rift that the Crystal opened in time!"

"**You did not fail. Nagel was indeed vanquished but a creature such as he can never be truly destroyed. His sub-atomic particles, which you scattered across that world, would eventually collect and reform as his mind willed his body back into existence. You stopped his attempt to use the M'kraan Crystal to undo Creation, but to imprison him in the one jail he could not escape I destroyed the only universe he existed in. He is now trapped in the nothingness between realities.**"

This revelation shocked her to her core. "YOU destroyed our home universe. How could you! How could you kill all those people?"

"**This displays your ignorance. I killed only one. Everything in that universe I erased from existence as if it never was. Creatures with sentience were transferred by their very essence into the closest reality mirroring their own. The souls of these beings were merged with the souls of their counterpart inhabiting your current universe. Out of all the living, thinking beings to exist in your universe only one was destroyed utterly. It was the only way to ensure Nagel was trapped. For as long as one speck of the physical realm from that reality remained, it's entire structure would necessarily be preserved.**"

"Do you mean Nagel is gone for good? You destroyed him? But if you could do that the entire time why did you need us to protect the Crystal?"

"**You do not understand. Nagel exists still. He is his own reality, trapped in limbo until creation is undone. I am forbidden to destroy him. It was a mortal who ceased. The rarest kind of mortal, one who existed in but one universe. The realities split when possibilities balance perfectly out to infinity. That never happened with this mortal. His closest counterpart died before birth. He had no one to be merged with.**"

"Oh my God. You mean Spencer don't you."

The sorrow that seeped from the powerful being was nearly overwhelming. The Phoenix finally coalesced into the same beautiful creature Mackenzie had seen twice before. "**The choice was laid upon him. To freely choose oblivion. The road I showed him led to either victory for his cause but cessation for him or defeat and unmaking for all creation. He did not hesitate.**"

Tears began to fall from Mackenzie's eyes. "You said he doesn't even exist anymore. You erased him…but…then why can Skye and I still remember him?"

"**Because you do not exist as other mortal beings do. You are my Children. You are not bound to the realities but transcend them. The day you learn to use that ability is the day you will be fully mature.**"

Mackenzie shook her head. "I don't care about maturity or the difference that exists between Skye and me and other beings! Bring Spencer back! He doesn't deserve the thing you've done to him!"

"**There is only an echo left. The echo of what was. There is no reviving your Spencer without undoing all you fought for.**"

Mackenzie was silent for a long time. "Just…can I see this echo. It's the only way to say goodbye."

Phoenix cocked her head to the side then nodded. Suddenly it was like they were moving but nothing changed. The feeling was…uncanny, something Mac had never experienced before. Just as the sensation began to overwhelm her they arrived at their destination. Spencer stood before another manifestation of the Phoenix.

"**Welcome Usurper.**"

"Strange greeting for a person you never met. What are you anyway?"

"**I am the caretaker of existence. She who watches over all the Multi-verse trimming away the dead and decaying, encouraging the growth of life, sentience, and knowledge. Created by the ONE ABOVE ALL to nurture His children on all worlds and across all realities. I am the Phoenix Force, guardian of the M'Kraan Crystal.**"

Spencer cocked his eyebrow. "Okay…and just what did I usurp?"

The Phoenix almost seemed surprised. "**You do not fear me?**"

Spencer shrugged. "You said something about the 'One Above All'. That means either you are an angel of God or you're a liar. It you are the former, I don't have anything to fear. If the latter, YOU should be afraid, not me."

He stared into the indistinguishable features of the Phoenix. "**Surprising to find such insight in one who is merely a mortal. Strange, but accurate. Any being who claims what I claim in this place should know that only destruction waits for them should they lie. Perhaps there is hope yet Usurper.**"

"You called me Usurper twice now. You still haven't explained what exactly I usurped."

"**The armband you wear was not meant for you. It was for the one I chose for my Daughter. That you ended up with it is a long and twisting series of misfortunes. You mortals have two beliefs about reality. That there is either one, or that there are an infinite number. Neither is completely correct. Every time possibilities balance perfectly then reality splits, there are several billion realities but they are by no means infinite. I tried to guess the way the realities would split, something I am very good at because it is my duty to eliminate the decaying or dangerous ones, so I could place my Children in the proper universe with the M'kraan Crystal. It was your brother who was supposed to live and take up the armband. But out of all the possibilities in only one would you survive and he die…and that is the one I chose. I rarely make mistakes, this was one of them.**"

"If it was your mistake then why am I the usurper? I didn't do anything wrong except survive. I suppose now you are going to punish me for that?

"**You do not understand. Because you received the armband instead of your twin brother the evil you face will lead to a perfect balance of possibilities. That guarantees his victory in at least one reality and therefore in ALL realities! All that exists will be undone because you lived and your brother died.**"

Spencer was stunned. "That…that is a lot to put on a guy. I cause the end of all things simply because I lived." Spencer started to pace head bowed in thought for several seconds. Finally he stopped and faced Phoenix. "Is there nothing that can be done?"

Once again the Phoenix seemed surprised. "**There is one thing. But you will suffer in ways beyond your comprehension. To choose this path means you will more than just die, you will never have been.**"

Spencer was quiet for a long time. "That means no one I love will even remember me doesn't it." He let out a sigh.

Before the Phoenix could reply Mackenzie stepped forward to say good bye to what she assumed was just a shadow. As she stepped out of the light Spencer's eyes widened in surprise. "Mac? What are you doing here?"

Mackenzie stopped in shock. "I…I thought you said he was just an echo of what was?" She demanded of the Phoenix.

"**Time and space have little meaning here. He is an echo of what was. You are but an echo of what could be to him.**"

Mackenzie shook her head. "That…makes sense. I guess."

Spencer looked back and forth between Mac and the new Phoenix. "Echo of what was? Echo of what could be? She's from my future isn't she?"

The two Phoenix faded into the light and a new one emerged. "**She is what could be should you choose the path to Oblivion.**"

"There has to be another way!" Mackenzie said desperately. "He's already done what needs to be done, just let him come back with me."

"I don't think it works that way. If I don't do this I don't think there will be a place for us to go back to. Just knowing you would remember me takes away the one thing holding me back."

"It doesn't make sense! Why would you sacrifice yourself like that for Skye and me? Do you really think the two of us are worth it? Everything you are would cease to be!"

Spencer just shook his head. "It's something I have to do. I love you too much."

"We love you too Spencer! Please don't do this to us!"

Spencer bowed his head. "You don't understand Mac. Skye is like the little sister I never had. I'd gladly give my life and health to protect her." He lifted his head and stared straight into her eyes. "But you mean far more than that to me. It's…something I should have told you a long time ago, even knowing it wouldn't change how you saw me. Just letting you know would have been the right thing to do."

Mackenzie shook her head. "Spencer I... Why didn't you tell me?"

He looked away. "I was afraid. Afraid you would reject me. That I would lose what I already had. Then you met Agent Barton. The two of you fused down to your souls. Any chance I had after that was gone forever."

Mac shook her head in denial. "There isn't anything I could think of that would have caused me to reject your friendship Spence." She took a deep breath and made a decision. "Can…can we just stay here? In this place forever?" She asked the Phoenix. "You said time and space didn't mean very much here."

"**You may. Though doing so would leave the outcome of your confrontation with Nagel in limbo for all eternity.**"

Mackenzie nodded. "I can live with that." She stepped up close to Spencer. "Let's stay her Spence. I…I'll give you what you've always wanted. Just don't leave."

Spencer took a shaky breath. Reaching out he took her hands in his and drew her close. "That is something I've wanted to hear you say more than anything I could ever imagine. You would really give up everything for me?"

Mac nodded, though she was trembling all over. Spencer smiled and leaned his forehead against hers. "You don't know how much that means to me Mackenzie Arden. It's more than enough." He stepped back and looked at her with a smile on his lips. "But you love Clint not me. That is something I will never take from you."

He looked over at Phoenix. "I'm ready. Send me back."

Mackenzie rushed forward to stop him but he was already gone. She whirled on Phoenix. "Bring him back!"

"**He belongs to Oblivion now. I will not risk a confrontation with one such as he.**"

"He? Oblivion is a living being?" She shook her head. "Never mind that! If you aren't willing I'll get him myself!"

"**You do not understand. Confronting a being such as Oblivion is as foolhardy as confronting one such as I. You do not have the power to defeat him. I will not risk it because I am unsure whom would overcome whom. Your Spencer is gone, he no longer exists. Now he is one with the outer void. I am sorry for your pain my Child but you must let him go.**" With those words the Phoenix faded back into the light. "**Return my Child.**"

* * *

Mackenzie opened her eyes and found herself lying on the Chapel floor in the Phoenix site. Skye kneeled beside her, an anxious expression on her face. Hawkeye stood behind Skye looking relieved as Mac got unsteadily to her feet.

"Are you alright? What did you learn?" Skye asked her.

Looking at Skye, she tried to speak, to tell her what had happened, what she had learned. She just couldn't get the words out past the lump in her throat. She sank back to the floor and stared hopelessly at the M'Kraan Crystal on its pedestal. Finally her emotions overwhelmed her and Mackenzie wept.

**The End.**


End file.
